| _id | d1b3b17e8 |
| title |  |
| text | The following table presents total stock-based compensation cost included in income from continuing operations.
Total unrecognized compensation cost related to non-vested awards at December 31, 2019 was $1.2 billion and is expected to be recognized over a weighted-average period of approximately 2.5 years.
Capitalized stock-based compensation cost was not material at December 31, 2019, 2018 and 2017.

 |
| table | ($ in millions)                       |       |       |
------------------------------------- | ----- | ----- | -----
For the year ended December 31:       | 2019  | 2018  | 2017
Cost                                  | $100  | $82   | $91
Selling, general and administrative   | 453   | 361   | 384
Research, development and engineering | 126   | 67    | 59
Pre-tax stock-based compensation cost | 679   | 510   | 534
Income tax benefits                   | (155) | (116) | (131)
Net stock-based compensation cost     | $524  | $393  | $403 |


| _id | d1b3b1c3e |
| title |  |
| text | Goodwill activity for each period was as follows:
During the third quarter of 2018, we made an organizational change to combine our AI investments in edge computing with IOTG; accordingly, approximately $480 million of goodwill was reallocated from “all other” to the IOTG operating segment.

During the fourth quarters of 2019 and 2018, we completed our annual impairment assessments and we concluded that goodwill was not impaired in either of these years. The accumulated impairment loss as of December 28, 2019 was $719 million: $365 million associated with CCG, $275 million associated with DCG, and $79 million associated with IOTG.

 |
| table | (In Millions)                | Dec 29, 2018 | Acquisitions | Transfers | Other | Dec 28, 2019
---------------------------- | ------------ | ------------ | --------- | ----- | ------------
Data Center Group            | $5,424       | $1,758       | $—        | $—    | $7,155
Internet of Things Group     | 1,579        | —            | —         | —     | 1,579
Mobileye                     | 10,290       | —            | —         | —     | 10,290
Programmable Solutions Group | 2,579        | 67           | —         | 8     | 2,681
Client Computing Group       | 4,403        | —            | —         | (70)  | 4,333
All other                    | 238          | —            | —         | —     | 238
Total                        | $24,513      | $1,825       | $—        | $(62) | $26,276
(In Millions)                | Dec 30, 2017 | Acquisitions | Transfers | Other | Dec 29, 2018
Data Center Group            | $5,421       | $3           | $—        | $—    | $5,424
Internet of Things Group     | 1,126        | 16           | 480       | (43)  | 1,579
Mobileye                     | 10,278       | 7            | —         | 5     | 10,290
Programmable Solutions Group | 2,490        | 89           | —         | —     | 2,579
Client Computing Group       | 4,356        | 47           | —         | —     | 4,403
All other                    | 718          | —            | (480)     | —     | 238
Total                        | $24,389      | $162         | $—        | $(38) | $24,513 |


| _id | d1b3352d8 |
| title |  |
| text | 18. Geographic Information
Revenue by geography is based on the customer's billing address, and was as follows:
No individual international country represented more than 10% of total revenue in any period presented.

 |
| table | | Year Ended December 31, |          |
------------- | ----------------------- | -------- | --------
              | 2019                    | 2018     | 2017
U.S.          | $1,979.6                | $1,723.9 | 1,504.5
International | 1,008.5                 | 936.2    | 727.4
              | $2,988.1                | $2,660.1 | $2,231.9 |


| _id | d1b3a557e |
| title |  |
| text | Goodwill and Other Intangibles

In accordance with ASC 350, Intangibles – Goodwill and Other, the Company assesses goodwill for impairment annually during the fourth quarter of its fiscal year using October 1 balances or when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company evaluates goodwill at the reporting unit level using the discounted cash flow valuation model and allocates goodwill to these reporting units using a relative fair value

these reporting units using a relative fair value approach. During this assessment, management relies on a number of factors, including operating results, business plans, and anticipated future cash flows. The Company has identified its reportable segments, ACI On Premise and ACI On Demand, as the reporting units.

The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates, growth rates, and cash flow projections are the most sensitive and susceptible to change, as they require significant management judgment. Discount rates are determined by using a weighted average cost of capital (“WACC”). The WACC considers market and industry data as well as company-specific risk factors. Operational management,

risk factors. Operational management, considering industry and company-specific historical and projected data, develops growth rates and cash flow projections for each  flow estimates beyond the last projected period, assuming a constant WACC and low, long-term growth rates. If the recoverability test indicates potential impairment, the Company calculates an implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in a manner similar to how goodwill is

determined in a manner similar to how goodwill is calculated in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to the reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded to write down the carrying value. The calculated fair value substantially exceeded the current carrying value for all reporting units for all

carrying value for all reporting units for all periods.

Changes in the carrying amount of goodwill attributable to each reporting unit during the year ended December 31, 2019, were as follows (in thousands):

(1) Goodwill from acquisitions relates to the goodwill recorded for the acquisition of E Commerce Group Products, Inc. ("ECG"), along with ECG's subsidiary, Speedpay, Inc. (collectively referred to as "Speedpay") and Walletron, Inc. ("Walletron"), as discussed in Note 3, Acquisition. The purchase price allocations for Speedpay and Walletron are preliminary as of December 31, 2019, and are subject to future changes during the maximum one-year measurement period.

Other intangible assets, which include customer relationships and trademarks and trade names, are amortized using the straight-line method over periods ranging from three years to 20 years. The Company reviews its other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 |
| table | | ACI On Demand | ACI On Premise | Total
------------------------------------------- | ------------- | -------------- | ----------
Gross Balance, prior to December 31, 2018   | $ 183,783     | $ 773,340      | $ 957,123
Total impairment prior to December 31, 2018 | —             | (47,432)       | (47,432 )
Balance, December 31, 2018                  | 183,783       | 725,908        | 909,691
Goodwill from acquisitions (1)              | 370,834       | —              | 370,834
Balance, December 31, 2019                  | $554,617      | $725,908       | $1,280,525 |


| _id | d1b32a40a |
| title |  |
| text | Dell purchases our products and services directly from us, as well as through our channel partners. Information about our revenue and receipts, and unearned revenue from such arrangements, for the periods presented consisted of the following (table in millions):
Sales through Dell as a distributor, which is included in reseller revenue, continues to grow rapidly.

Customer deposits resulting from transactions with Dell were $194 million and $85 million as of January 31, 2020 and February 1, 2019, respectively.

 |
| table | |                  | Revenue and Receipts     |                  | Unearned Revenue |
----------------------------------------- | ---------------- | ------------------------ | ---------------- | ---------------- | ----------------
                                          |                  | For the Year Ended As of |                  | As of            |
                                          | January 31, 2020 | February 1, 2019         | February 2, 2018 | January 31, 2020 | February 1, 2019
Reseller revenue                          | $3,288           | $2,355                   | $1,464           | $3,787           | $2,554
Internal-use revenue                      | 82               | 41                       | 46               | 57               | 29
Collaborative technology project receipts | 10               | 4                        | —                | n/a              | n/a |


| _id | d1b30964c |
| title |  |
| text | Note 15. Stock-Based Compensation
Stock-based compensation expense is included in the following line items in the consolidated statements of operations (in thousands):

 |
| table | |         | Year Ended December 31, |
-------------------------------------- | ------- | ----------------------- | ------
Stock-based compensation expense data: | 2019    | 2018                    | 2017
Sales and marketing                    | $2,075  | $1,196                  | $561
General and administrative             | 6,474   | 4,901                   | 2,638
Research and development               | 12,054  | 7,332                   | 4,214
Total stock-based compensation expense | $20,603 | $13,429                 | $7,413 |


| _id | d1b392e92 |
| title |  |
| text | Balance sheet

Under IAS 12 Income Taxes, provision is made for the deferred tax assets and liabilities associated with the revaluation of assets and liabilities at the corporate tax rate expected to apply to the Group at the time the temporary differences are expected to reverse. For those UK assets and liabilities benefiting from REIT exemption the relevant tax rate will be 0 per cent (2018: 0 per cent), and for other UK assets and liabilities the relevant rate will be 19 per cent if the temporary difference is

be 19 per cent if the temporary difference is expected to be realised before 1 April 2020 and 17 per cent if it is expected to be realised on or after 1 April 2020 (2018: 19 per cent before 1 April 2020, 17 per cent thereafter). For Spanish assets and liabilities the relevant tax rate will be 25 per cent (2018: 25 per cent).

Movements in the provision for deferred tax:
The net deferred tax provision of £0.9 million predominantly arises in respect of the revaluation of development property at intu Costa del Sol, partially offset by associated tax losses.

 |
| table | £m                                       | Investment and development property | Other temporary differences | Total
---------------------------------------- | ----------------------------------- | --------------------------- | ------
Provided deferred tax provision/(asset): |                                     |                             |
At 1 January 2018                        | 24.6                                | (0.9)                       | 23.7
Recognised in the income statement       | (5.5)                               | (0.3)                       | (5.8)
Foreign exchange movements               | 0.1                                 | –                           | 0.1
At 31 December 2018                      | 19.2                                | (1.2)                       | 18.0
Recognised in the income statement       | (16.4)                              | (0.2)                       | (16.6)
Foreign exchange movements               | (0.5)                               | –                           | (0.5)
At 31 December 2019                      | 2.3                                 | (1.4)                       | 0.9 |


| _id | d1b307b12 |
| title |  |
| text | Note 14 Debt and Credit Facilities
Our total debt outstanding consisted of the amounts set forth on the following table:

(1) Short-term borrowings of $98.9 million at December 31, 2019 were comprised of $89.0 million under our revolving credit facility and $9.9 million of short-term borrowings from various lines of credit. Short-term borrowings of $232.8 million at December 31, 2018 were comprised of $140.0 million under our revolving credit facility, $83.9 million under our European securitization program and $8.9 million of short-term borrowings from various lines of credit.

(2) The Current portion of long-term debt includes finance lease liabilities of $10.4 million as of December 31, 2019. The Other debt balance includes $28.7 million for long-term liabilities associated with our finance leases as of December 31, 2019. See Note 4, "Leases," of the Notes to Condensed Consolidated Financial Statements for additional information on finance and operating lease liabilities.

(3) Amounts are net of unamortized discounts and issuance costs of $24.6 million and $24.3 million as of December 31, 2019 and 2018, respectively.
(4) As of December 31, 2019, our weighted average interest rate on our short-term borrowings outstanding was 5.0% and on our long-term debt outstanding was 4.8%. As of December 31, 2018, our weighted average interest rate on our short-term borrowings outstanding was 2.8% and on our long-term debt outstanding was 5.4%.

 |
| table | | December 31, |
--------------------------------------------- | ------------ | ---------
(In millions)                                 | 2019         | 2018
Short-term borrowings (1)                     | $ 98.9       | $ 232.8
Current portion of long-term debt(2)          | 16.7         | 4.9
Total current debt                            | 115.6        | 237.7
Term Loan A due July 2022                     | 474.6        | —
Term Loan A due July 2023                     | 218.2        | 222.2
6.50% Senior Notes due December 2020          | —            | 424.0
4.875% Senior Notes due December 2022         | 421.9        | 421.1
5.25% Senior Notes due April 2023             | 422.0        | 421.2
4.50% Senior Notes due September 2023         | 445.6        | 454.9
5.125% Senior Notes due December 2024         | 421.9        | 421.3
5.50% Senior Notes due September 2025         | 397.4        | 397.1
4.00% Senior Notes due December 2027          | 420.4        | —
6.875% Senior Notes due July 2033             | 445.7        | 445.5
Other(2)                                      | 30.9         | 29.2
Total long-term debt, less current portion(3) | 3,698.6      | 3,236.5
Total debt(4)                                 | $ 3,814.2    | $ 3,474.2 |


| _id | d1b333b86 |
| title |  |
| text | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

As of April 26, 2019, we had $296 million of gross unrecognized tax benefits, of which $252 million has been recorded in other long-term liabilities. Unrecognized tax benefits of $246 million, including penalties, interest and indirect benefits, would affect our provision for income taxes if recognized. As a result of U.S. tax reform, we recorded provisional gross unrecognized tax benefits of $114 million during fiscal 2018.

We recognized a benefit for adjustments to accrued interest and penalties related to unrecognized tax benefits in the income tax provision of approximately $4 million in fiscal 2019 and expense of $5 million in each of fiscal 2018 and 2017. Accrued interest and penalties of $18 million and $22 million were recorded in the consolidated balance sheets as of April 26, 2019 and April 27, 2018, respectively.

 |
| table | |                | Year Ended     |
------------------------------------------------------------ | -------------- | -------------- | --------------
                                                             | April 26, 2019 | April 27, 2018 | April 28, 2017
Balance at beginning of period                               | $ 348          | $ 218          | $ 216
Additions based on tax positions related to the current year | 11             | 131            | 7
Additions for tax positions of prior years                   | 26             | —              | 7
Decreases for tax positions of prior years                   | (35 )          | (1 )           | —
Settlements                                                  | (54 )          | —              | (12 )
Balance at end of period                                     | $ 296          | $ 348          | $ 218 |


| _id | d1b3b2ad0 |
| title |  |
| text | Stock Awards
We have granted RSUs to our employees, consultants and members of our Board of Directors, and PSUs to certain executives
In February 2016, we granted 547,000 PSUs with certain financial and operational targets. Actual performance,
as measured at the time and prior to the restatement of the 2016 financial statements, resulted in participants
achieving 80% of target. Given the PSUs did not contain explicit or implicit claw back rights, there was no change

to stock-based compensation expense for the impact of the previously disclosed restatement of the 2016 consolidated
financial statements. As of December 31, 2019, 253,203 shares had vested, 200,297 shares had been forfeited, and
the remaining 93,500 shares will vest (as to 80%) in annual tranches through February 2020 subject to continued
service vesting requirements
In October 2018, we granted 464,888 PSUs with certain financial targets. These PSUs will become eligible to

vest at 75% upon the achievement of the performance targets by December 31, 2020, and are subject to service
condition vesting requirements. The remaining 25% of these PSUs will become eligible to vest on the first
anniversary of the initial vesting date. None of these PSUs were vested as of December 31, 2019.

In April 2019, we granted 346,453 PSUs with certain financial targets. These PSUs will become eligible to vest at 75% on the second month following achievement of certain performance targets by December 31, 2021, with the remaining 25% of the PSUs to vest on the first anniversary of the initial vesting date, subject to continued service vesting requirements. None of these PSUs were vested as of December 31, 2019 In April 2019, we granted 346,453 PSUs with certain financial targets. These PSUs will become

certain financial targets. These PSUs will become eligible to vest at 75% on the second month following achievement of certain performance targets by December 31, 2021, with the remaining 25% of the PSUs to vest on the first anniversary of the initial vesting date, subject to continued service vesting requirements. None of these PSUs were vested as of December 31, 2019

In December 2019, we granted 375,000 PSUs with certain market performance-based targets to be achieved
between December 2019 and December 2023. One-third of each tranche of these PSUs will become eligible to vest
on each of the three anniversaries of the date the performance-based target is achieved, subject to continued service
vesting requirements. The grant date fair values of each tranche of these PSUs were estimated to be $4.59, $4.06 and

$3.59 and determined using the Monte Carlo simulation model with the following assumptions: expected term of
4.0 years, expected volatility of 38.45%, risk-free interest rate of 1.7% and expected dividend yield of 0.0%. None
of these PSUs were vested as of December 31, 2019
The following table summarizes our stock award activities and related information:

 |
| table | | Number of Shares (thousands) |       | Weighted-Average Remaining Vesting Term (years)
--------------------------------- | ---------------------------- | ----- | -----------------------------------------------
Nonvested as of December 31, 2018 | 5,974                        | $6.51 |
Granted                           | 3,288                        | $6.74 |
Released                          | (1,774)                      | $6.60 |
Canceled                          | (1,340)                      | $6.57 |
Nonvested as of December 31, 2019 | 6,148                        | $6.59 | 1.81 |


| _id | d1b332ace |
| 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)    6. Tangible Fixed Assets and Vessels Under Construction
The movements in tangible fixed assets and vessels under construction are reported in the following table:

Vessels with an aggregate carrying amount of $4,407,156 as of December 31, 2019 (December 31, 2018: $4,304,252) have been pledged as collateral under the terms of the Group’s loan agreements (Note 13).

As of December 31, 2019, a number of increasingly strong negative indicators such as the difference between ship broker estimates of the fair market values and the carrying values of the Group’s Steam vessels, the lack of liquidity in the market for term employment for Steam vessels and reduced expectations for the estimated rates at which such term employment could be secured, together with the continued addition of modern, larger and more fuel efficient LNG carriers to the global fleet, prompted the

LNG carriers to the global fleet, prompted the Group to perform an impairment assessment of its vessels in accordance with the

 |
| table | | Vessels   | Office property and other tangible assets | Total tangible fixed assets | Vessels under construction
------------------------------------------- | --------- | ----------------------------------------- | --------------------------- | --------------------------
Cost                                        |           |                                           |                             |
As of January 1, 2018                       | 4,217,866 | 19,224                                    | 4,237,090                   | 166,655
Additions                                   | 49,036    | 4,678                                     | 53,714                      | 637,046
Transfer from vessels under construction    | 642,776   | —                                         | 642,776                     | (642,776)
Transfer under ‘‘Other non-current assets’’ | —         | —                                         | —                           | (1,650)
Fully amortized fixed assets                | (10,000)  | (192)                                     | (10,192)                    | —
As of December 31, 2018                     | 4,899,678 | 23,710                                    | 4,923,388                   | 159,275
Additions                                   | 26,233    | 1,454                                     | 27,687                      | 450,918
Return of capital expenditures              | (11,224)  | —                                         | (11,224)                    | —
Transfer from vessels under construction    | 406,870   | —                                         | 406,870                     | (406,870)
Fully amortized fixed assets                | (7,209)   | —                                         | (7,209)                     | —
As of December 31, 2019                     | 5,314,348 | 25,164                                    | 5,339,512                   | 203,323
Accumulated depreciation                    |           |                                           |                             |
As of January 1, 2018                       | 460,815   | 3,709                                     | 464,524                     | —
Depreciation                                | 144,611   | 863                                       | 145,474                     | —
Fully amortized fixed assets                | (10,000)  | (192)                                     | (10,192)                    | —
As of December 31, 2018                     | 595,426   | 4,380                                     | 599,806                     | —
Depreciation                                | 156,826   | 875                                       | 157,701                     | —
Impairment loss on vessels                  | 162,149   | —                                         | 162,149                     | —
Fully amortized fixed assets                | (7,209)   | —                                         | (7,209)                     | —
As of December 31, 2019                     | 907,192   | 5,255                                     | 912,447                     | —
Net book value                              |           |                                           |                             |
As of December 31, 2018                     | 4,304,252 | 19,330                                    | 4,323,582                   | 159,275
As of December 31, 2019                     | 4,407,156 | 19,909                                    | 4,427,065                   | 203,323 |


| _id | d1a711c7c |
| title |  |
| text | The primary components of the deferred tax assets and liabilities are as follows, for the periods indicated below:

We believe that sufficient uncertainty exists regarding the realization of certain deferred tax assets that a valuation allowance is required. We continue to evaluate our taxable position quarterly and consider factors by taxing jurisdiction, including but not limited to factors such as estimated taxable income, any historical experience of losses for tax purposes and the future growth of OpenText.

 |
| table | | June 30,   |
------------------------------------------------------- | ---------- | ----------
                                                        | 2019       | 2018
Deferred tax assets                                     |            |
Non-capital loss carryforwards                          | $161,119   | $129,436
Capital loss carryforwards                              | 155        | 417
Undeducted scientific research and development expenses | 137,253    | 123,114
Depreciation and amortization                           | 683,777    | 829,369
Restructuring costs and other reserves                  | 17,845     | 17,202
Deferred revenue                                        | 53,254     | 62,726
Other                                                   | 59,584     | 57,461
Total deferred tax asset                                | $1,112,987 | $1,219,725
Valuation Allowance                                     | $(77,328)  | $(80,924)
Deferred tax liabilities                                |            |
Scientific research and development tax credits         | $(14,482)  | $(13,342)
Other                                                   | (72,599)   | (82,668)
Deferred tax liabilities                                | $(87,081)  | $(96,010)
Net deferred tax asset                                  | $948,578   | $1,042,791
Comprised of:                                           |            |
Long-term assets                                        | 1,004,450  | 1,122,729
Long-term liabilities                                   | (55,872)   | (79,938)
                                                        | $948,578   | $1,042,791 |


| _id | d1a73b824 |
| title |  |
| text | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share data)
NOTE 12 — Debt
Long-term debt was comprised of the following:

On February 12, 2019, we entered into an amended and restated five-year Credit Agreement with a group of banks (the "Credit Agreement") to extend the term of the facility. The Credit Agreement provides for a revolving credit facility of $300,000, which may be increased by $150,000 at the request of the Company, subject to the administrative agent's approval. This new unsecured credit facility replaces the prior $300,000 unsecured credit facility, which would have expired August 10, 2020. Borrowings of

would have expired August 10, 2020. Borrowings of $50,000 under the prior credit agreement were refinanced into the Credit Agreement. The prior agreement was terminated as of February 12, 2019.

The Revolving Credit Facility includes a swing line sublimit of $15,000 and a letter of credit sublimit of $10,000. Borrowings under the Revolving Credit Facility bear interest at the base rate defined in the Credit Agreement. We also pay a quarterly commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.20% to 0.30% based on our total leverage ratio.

The Revolving Credit Facility requires, among other things, that we comply with a maximum total leverage ratio and a minimum fixed charge coverage ratio. Failure to comply with these covenants could reduce the borrowing availability under the Revolving Credit Facility. We were in compliance with all debt covenants at December 31, 2019. The Revolving Credit Facility requires that we deliver quarterly financial statements, annual financial statements, auditor certifications, and compliance certificates

certifications, and compliance certificates within a specified number of days after the end of a quarter and year. Additionally, the Revolving Credit Facility contains restrictions limiting our ability to: dispose of assets; incur certain additional debt; repay other debt or amend subordinated debt instruments; create liens on assets; make investments, loans or advances; make acquisitions or engage in mergers or consolidations; engage in certain transactions with our subsidiaries and affiliates; and make

with our subsidiaries and affiliates; and make stock repurchases and dividend payments. Interest rates on the Revolving Credit Facility fluctuate based upon the LIBOR and the Company’s quarterly total leverage ratio.

We have debt issuance costs related to our long-term debt that are being amortized using the straight-line method over the life of the debt. Amortization expense for the twelve months ended December 31, 2019 was approximately $163 and $185 in 2018 and 2017. These costs are included in interest expense in our Consolidated Statement of Earnings.

We use interest rate swaps to convert the revolving credit facility's variable rate of interest into a fixed rate on a portion of the debt as described more fully in Note 13 "Derivatives." These swaps are treated as cash flow hedges and consequently, the changes in fair value were recorded in other comprehensive earnings.

 |
| table | | As of December 31 |
----------------------------------- | ----------------- | --------
                                    | 2019              | 2018
Total credit facility               | $300,000          | $300,000
Balance outstanding                 | $99,700           | $50,000
Standby letters of credit           | $1,800            | $1,940
Amount available                    | $198,500          | $248,060
Weighted-average interest rate      | 3.25%             | 3.10%
Commitment fee percentage per annum | 0.23%             | 0.20% |


| _id | d1b31297c |
| title |  |
| text | Performance Share Awards

In accordance with stockholder-approved equity incentive plans, we grant performance shares to selected executives and other key employees with vesting contingent upon meeting various Company-wide performance goals. The performance goal for one-third of the target number of performance shares for the three-year performance period ending in fiscal 2019 (the "2019 performance period") is based on our fiscal 2017 EBITDA return on capital, subject to certain adjustments. The fiscal 2017 EBITDA return on

adjustments. The fiscal 2017 EBITDA return on capital target, when set, excluded the results of Lamb Weston. The performance goal for the final two-thirds of the target number of performance shares granted for the 2019 performance period is based on our diluted EPS compound annual growth rate ("CAGR"), subject to certain adjustments, measured over the two-year period ending in fiscal 2019. In addition, for certain participants, all performance shares for the 2019 performance period are subject to an

for the 2019 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2019 performance period before any payout on the performance shares can be made to such participants. The awards actually earned for the 2019 performance period will range from zero to two hundred percent of the targeted number of performance shares for that period.

The performance goal for each of the three-year performance period ending in fiscal 2020 (the "2020 performance period") and the three-year performance period ending in 2021 ("2021 performance period") is based on our diluted EPS CAGR, subject to certain adjustments, measured over the defined performance period. In addition, for certain participants, all performance shares for the 2020 performance period are subject to an overarching EPS goal that must be met in each fiscal year of the 2020 performance

met in each fiscal year of the 2020 performance period before any payout on the performance shares can be made to such participants. For each of the 2020 performance period and the 2021 performance period, the awards actually earned will range from zero to two hundred percent of the targeted number of performance shares for such performance period.

Awards, if earned, will be paid in shares of our common stock. Subject to limited exceptions set forth in our performance share plan, any shares earned will be distributed after the end of the performance period, and only if the participant continues to be employed with the Company through the date of distribution. For awards where performance against the performance target has not been certified, the value of the performance shares is adjusted based upon the market price of our common stock and current

the market price of our common stock and current forecasted performance against the performance targets at the end of each reporting period and amortized as compensation expense over the vesting period. Forfeitures are accounted for as they occur.

A summary of the activity for performance share awards as of May 26, 2019 and changes during the fiscal year then ended is presented below:
The compensation expense for our performance share awards totaled $8.2 million, $11.8 million, and $13.3 million for fiscal 2019, 2018, and 2017, respectively. The tax benefit related to the compensation expense for fiscal 2019, 2018, and 2017 was $2.1 million, $3.9 million, and $5.1 million, respectively.

The total intrinsic value of performance shares vested (including shares paid in lieu of dividends) during fiscal 2019, 2018, and 2017 was $15.7 million, $11.2 million, and $2.8 million, respectively.
Based on estimates at May 26, 2019, we had $13.2 million of total unrecognized compensation expense related to performance shares that will be recognized over a weighted average period of 1.7 years.

 |
| table | Performance Shares                                                    | Share Units (in Millions) | Weighted Average Grant-Date Fair Value
--------------------------------------------------------------------- | ------------------------- | --------------------------------------
Nonvested performance shares at May 27, 2018                          | 1.00                      | $33.40
Granted                                                               | 0.45                      | $35.96
Adjustments for performance results attained and dividend equivalents | 0.18                      | $31.03
Vested/Issued .                                                       | (0.43)                    | $31.03
Forfeited .                                                           | (0.05)                    | $34.54
Nonvested performance shares at May 26, 2019                          | 1.15                      | $34.89 |


| _id | d1b3052cc |
| title |  |
| text | 7. ACCOUNTS RECEIVABLES ALLOWANCES
Summarized below is the activity in our accounts receivable allowances including compensation credits and doubtful accounts as follows (in thousands):
The balances at the end of fiscal years 2019, 2018 and 2017 are comprised primarily of compensation credits of $4.5 million, $6.3 million and $8.9 million, respectively.

 |
| table | |          | Fiscal Year |
--------------------------- | -------- | ----------- | --------
                            | 2019     | 2018        | 2017
Balance - beginning of year | $6,795   | $9,410      | $3,279
Provision, net              | 11,989   | 15,465      | 29,512
Charge-offs                 | (13,737) | (18,080)    | (23,381)
Balance - end of year       | $5,047   | 6,795       | 9,410 |


| _id | d1b3668c4 |
| title |  |
| text | (10) Goodwill
Goodwill consists of the following (in millions):
The increase in Goodwill related to our Compass Analytics acquisition is deductible for tax purposes. For the 2018 increase in Goodwill, $19.7 million is deductible for tax purposes and $3.2 million is not deductible for tax purposes.

 |
| table | | Software Solutions | Data and Analytics | Corporate and Other | Total
------------------------------------------ | ------------------ | ------------------ | ------------------- | --------
Balance, December 31, 2017                 | $2,134.7           | $172.1             | $—                  | $2,306.8
HeavyWater and Ernst acquisitions (Note 3) | 22.9               | —                  | —                   | 22.9
Balance, December 31, 2018                 | 2,157.6            | 172.1              | —                   | 2,329.7
Compass Analytics acquisition (Note 3)     | 31.7               | —                  | —                   | 31.7
Balance, December 31, 2019                 | $2,189.3           | $172.1             | $—                  | $2,361.4 |


| _id | d1b333a28 |
| title |  |
| text | The types of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands):

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31,

of cumulative foreign earnings as of December 31, 2017.

In connection with the acquisition of Connect First on January 14, 2019, a net deferred tax liability of $3.2 million was established, the most significant component of which is related to the book/tax basis differences associated with the acquired technology and customer relationships. The net deferred tax liability from this acquisition created an additional source of income to realize deferred tax assets. As the Company continues to maintain a full valuation allowance against its deferred tax assets,

allowance against its deferred tax assets, this additional source of income resulted in the release of the Company’s previously recorded valuation allowance against deferred assets. Consistent with the applicable guidance the release of the valuation allowance of $3.2 million caused by the acquisition was recorded in the consolidated financial statements outside of acquisition accounting as a tax benefit to the Consolidated Statements of Operations.

As of December 31, 2019, the Company has federal net operating loss carryforwards of approximately $782.7 million, of which approximately $272.9 million expire between 2023 and 2037 and the remainder do not expire. As of December 31, 2019, the Company had state net operating loss carryforwards of approximately $675.6 million which will begin to expire in 2021. The Company also has research credit carryforwards for federal and California tax purposes of approximately $20.2 million and $15.7 million,

of approximately $20.2 million and $15.7 million, respectively, available to reduce future income subject to income taxes. The federal research credit carryforwards will begin to expire in 2028 and the California research credits carry forward indefinitely

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than

to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions

The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2019, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the years ended December 31, 2019 and 2018 was an increase of $86.0 million, $18.2 million, respectively

 |
| table | |           | Year ended December 31,
-------------------------------------------- | --------- | -----------------------
                                             | 2019      | 2018
Deferred tax assets                          |           |
Net operating loss and credit carry-forwards | $196,930  | $109,812
Research and development credits             | 24,452    | 16,380
Sales tax liability                          | 157       | 258
Share-based compensation                     | 5,937     | 5,435
Accrued liabilities                          | 6,612     | 5,135
Gross deferred tax assets                    | 234,088   | 137,020
Valuation allowance                          | (180,090) | (94,118)
Total deferred tax assets                    | 53,998    | 42,902
Deferred tax liabilities                     |           |
Convertible debt discount                    | (16,701)  | (21,035)
Deferred sales commissions                   | (28,601)  | (18,253)
Acquired intangibles                         | (3,857)   | (2,670)
Property and equipment                       | (6,731)   | (3,573)
Net deferred tax (liabilities) assets        | $(1,892)  | (2,629) |


| _id | d1b358382 |
| title |  |
| text | NOTE 9 – OTHER ASSETS
Other assets consist of the following (in thousands):
We have a non-qualified deferred compensation plan in which certain members of management and all nonemployee
directors are eligible to participate. Participants may defer a portion of their compensation until retirement
or another date specified by them in accordance with the plan. We are funding the plan obligations through cash

deposits to a Rabbi Trust that are invested in various equity, bond and money market mutual funds in generally the
same proportion as investment elections made by the participants. The deferred compensation plan liability is included
in Other Non-Current Liabilities in the accompanying consolidated balance sheets.
Our investment in international licensees at February 28, 2019 consists principally of a 12.5% equity interest in

a Mexican licensee of $1.7 million, which became a wholly-owned subsidiary as of March 19, 2019 (see Note 2), as
well as other smaller interests in Benelux and French licensees. Generally, the investments in international licensees
are accounted for using the cost method of accounting and carried at cost as we do not exercise significant influence
over these investees. We have received dividends from our investment in the Mexican licensee in the amount of $0.3

million, $0.3 million and $0.2 million for fiscal years ended February 28, 2019, 2018 and 2017, respectively.
In September 2015, we invested £1,400,000 or approximately $2.2 million for a 49% minority ownership
interest in Smart Driver Club Limited (“Smart Driver Club”), a technology and insurance startup company located in
the United Kingdom. This investment has been accounted for under the equity method since we have significant

influence over the investee. As of February 28, 2019, we had made loans aggregating £5,700,000 or approximately
$7.6 million to Smart Driver Club bearing interest at an annual interest rate of 8%, with all principal and all unpaid
interest due in 2021. Our equity in the net loss of Smart Driver Club amounted to $1.8 million, $1.4 million and $1.3
million in fiscal years ended February 28, 2019, 2018 and 2017, respectively. As of February 28, 2019, we determined

that this equity method investment was subject to other than temporary impairment. This decision was dictated by the
continuing operating losses and deteriorating liquidity position of Smart Driver Club. Accordingly, we recorded an
impairment charge of $5.0 million in the impairment loss and equity in net loss within our consolidated statement of
comprehensive income (loss). Smart Driver Club drew an additional £400,000 of debt on March 26, 2019 under a

fourth amendment to the original agreement dated March 14, 2019
Effective August 24, 2017, we acquired an ownership interest valued at $1.4 million in ThinxNet GmbH, a
company headquartered in Munich, Germany (“ThinxNet”). ThinxNet is an early stage company focused on
commercializing cloud-based mobile device and applications in the automotive sector throughout Europe. This
represents a cost basis investment as we cannot exercise significant influence over the investee. Contemporaneously,

we executed an unsecured convertible note receivable for $1.27 million with an interest rate of 6%, which has a fixed
term of 12 months, after which the loan can be converted into equity in ThinxNet or a loan due on demand at our
option. The equity investment and note receivable were consideration we received in exchange for our outstanding
accounts receivable from ThinxNet. No gain or loss was recorded on this exchange. The assets received in this

exchange are included in Other Assets in the consolidated balance sheet as of February 28, 2019 and 2018.

In August 2018, ThinxNet commenced a subsequent financing transaction to raise additional funds for working capital purposes. In connection with this transaction, we converted approximately $300,000 of outstanding accounts receivable due from ThinxNet into additional ownership interest in an in-kind exchange of assets. Based on the fair value of ThinxNet at the time of conversion, we revalued the initial ownership interest and recorded an impairment charge of $326,000, which is netted within Investment

of $326,000, which is netted within Investment Income in our consolidated statement of comprehensive income (loss). Effective March 2019, we notified ThinxNet that we expect the outstanding loan to be repaid in June 2019.

 |
| table | |         | February 28,
-------------------------------------------------- | ------- | ------------
                                                   | 2019    | 2018
Deferred compensation plan assets                  | $6,413  | $5,641
Investment in international licensees              | 2,263   | 2,349
Equity investment in and loan to ThinxNet GmbH     | 2,650   | 2,674
Equity investment in and loan to Smart Driver Club | -       | 3,814
Deferred product cost                              | 10,094  | 3,523
Other                                              | 1,090   | 828
                                                   | $22,510 | $18,829 |


| _id | d1b3a581c |
| title |  |
| text | VMware and Pivotal Stock Options
The following table summarizes stock option activity for VMware and Pivotal since February 3, 2017 (shares in thousands):
(1) The weighted-average exercise price of options outstanding as of February 1, 2019 reflects the adjustments to the options as a result of the Special Dividend.
(2) Stock option granted under the VMware equity plan includes 0.6 million options issued for unvested options assumed as part of the Pivotal acquisition.

(3) Stock options forfeited under the Pivotal equity plan includes 6.2 million options converted to VMware options as part of the Pivotal acquisition, using a conversion ratio of 0.1.
(4) Stock options exercised under the Pivotal equity plan includes 22.4 million of vested options that were settled in cash as part of the Pivotal acquisition.

The above table includes stock options granted in conjunction with unvested stock options assumed in business combinations. As a result, the weighted-average exercise price per share may vary from the VMware stock price at time of grant
The stock options outstanding as of January 31, 2020 had an aggregate intrinsic value of $239 million based on VMware’s closing stock price as of January 31, 2020.

 |
| table | |                  | VMware Stock Options                        |                  | Pivotal Stock Options
-------------------------------- | ---------------- | ------------------------------------------- | ---------------- | -------------------------------------------
                                 | Number of Shares | Weighted-Average Exercise Price (per share) | Number of Shares | Weighted-Average Exercise Price (per share)
Outstanding, February 3, 2017    | 1,991            | $69.38                                      | 39,361           | $6.72
Granted                          | 745              | 13.79                                       | 20,323           | 9.73
Forfeited                        | (36)             | 55.44                                       | (2,380)          | 8.13
Expired                          | (3)              | 93.87                                       | (1,290)          | 6.24
Exercised                        | (1,050)          | 53.50                                       | (1,626)          | 5.99
Outstanding, February 2, 2018    | 1,647            | 54.63                                       | 54,388           | 7.82
Granted                          | 574              | 16.07                                       | 2,832            | 14.03
Special Dividend adjustment      | 348              | n/a                                         | n/a              | n/a
Forfeited                        | (31)             | 24.44                                       | (2,028)          | 9.35
Expired                          | —                | —                                           | (273)            | 7.02
Exercised                        | (569)            | 46.73                                       | (9,018)          | 6.89
Outstanding, February 1, 2019(1) | 1,969            | 36.50                                       | 45,901           | 8.31
Granted(2)                       | 1,571            | 73.19                                       | —                | —
Forfeited(3)                     | (149)            | 52.83                                       | (10,822)         | 10.65
Expired                          | —                | —                                           | (128)            | 10.10
Exercised(4)                     | (776)            | 39.94                                       | (34,951)         | 7.59
Outstanding, January 31, 2020    | 2,615            | 56.58                                       | —                | — |


| _id | d1b39690c |
| title |  |
| text | ADJUSTED EBITDA
(1) Fiscal 2019 average foreign exchange rate used for translation was 1.3255 USD/CDN.
(2) Fiscal 2018 was restated to comply with IFRS 15 and to reflect a change in accounting policy as well as to reclassify results from Cogeco Peer 1 as discontinued operations. For further details, please consult the "Accounting policies" and "Discontinued operations" sections.
(3) Fiscal 2019 actuals are translated at the average foreign exchange rate of fiscal 2018 which was 1.2773 USD/CDN.

Fiscal 2019 adjusted EBITDA increased by 10.0% (8.5% in constant currency) as a result of: • an increase in the American broadband services segment mainly as a result of strong organic growth combined with the impact of the MetroCast and FiberLight acquisitions; and • an increase in the Canadian broadband services segment resulting mainly from a decline in operating expenses.
For further details on the Corporation’s adjusted EBITDA, please refer to the "Segmented operating and financial results" section.

 |
| table | Years ended August 31,                        | 2019 (1)  | 2018 (2)  | Change | Change in constant currency (3) | Foreign exchange impact (3)
--------------------------------------------- | --------- | --------- | ------ | ------------------------------- | ---------------------------
(in thousands of dollars, except percentages) | $         | $         | %      | %                               | $
Canadian broadband services                   | 688,681   | 681,020   | 1.1    | 1.3                             | (1,102)
American broadband services                   | 465,645   | 369,200   | 26.1   | 21.5                            | 16,911
Inter-segment eliminations and other          | (46,386)  | (43,402)  | 6.9    | 6.8                             | (12)
                                              | 1,107,940 | 1,006,818 | 10.0   | 8.5                             | 15,797 |


| _id | d1b35aae2 |
| title |  |
| text | NOTE 13 – INCOME TAX
The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2019, 2018 and 2017 are as follows:

 |
| table | |           | For the Years Ended December 31, |
-------- | --------- | -------------------------------- | -------
         | 2019      | 2018                             | 2017
         |           | (in thousands)                   |
Domestic | $(22,708) | $29,110                          | $17,120
Foreign  | —         | (320)                            | (469)
         | $(22,708) | $28,790                          | $16,651 |


| _id | d1b2f0156 |
| title |  |
| text | Recently Adopted Accounting Guidance

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers, which requires the capitalization of incremental costs to obtain a contract with a

of incremental costs to obtain a contract with a customer. The new revenue standard replaces most existing revenue recognition guidance in GAAP and permits the use of either the full retrospective or modified retrospective transition method.

On December 1, 2018, the beginning of our fiscal year 2019, we adopted the requirements of the new revenue standard utilizing the modified retrospective method of transition. Prior period information has not been restated and continues to be reported under the accounting standard in effect for those periods. We applied the new revenue standard to contracts that were not completed as of the adoption date, consistent with the transition guidance. Further, adoption of the new revenue standard resulted in

adoption of the new revenue standard resulted in changes to our accounting policies for revenue recognition and sales commissions as detailed below.

We recognized the following cumulative effects of initially applying the new revenue standard as of December 1, 2018
Below is a summary of the adoption impacts of the new revenue standard:

We capitalized $413.2 million of contract acquisition costs comprised of sales and partner commission costs at adoption date (included in prepaid expenses and other current assets for the current portion and other assets for the long-term portion), with a corresponding adjustment to retained earnings. We are amortizing these costs over their respective expected period of benefit.

Revenue for certain contracts that were previously deferred would have been recognized in periods prior to adoption under the new standard. Upon adoption, we recorded the following adjustments to our beginning balances to reflect the amount of revenue that will no longer be recognized in future periods for such contracts: an increase in unbilled receivables (included in trade receivables, net) of $24.8 million, an increase in contract assets (included in prepaid expenses and other current assets for the

prepaid expenses and other current assets for the current portion and other assets for the long-term portion) of $46.4 million and a decrease in deferred revenue of $52.8 million, with corresponding adjustments to retained earnings.

We recorded an increase to our opening deferred income tax liability of $82.8 million, with a corresponding adjustment to retained earnings, to record the tax effect of the above adjustments.
Further, we had other impacts to various accounts which resulted to an immaterial net reduction to our retained earnings.

 |
| table | (in thousands)                                             | As of November 30, 2018 | Topic 606 Adoption Adjustments | As of December 1, 2018
---------------------------------------------------------- | ----------------------- | ------------------------------ | ----------------------
Assets                                                     |                         |                                |
Trade receivables, net of allowances for doubtful accounts | $1,315,578              | $43,028                        | $1,358,606
Prepaid expenses and other current assets                  | 312,499                 | 186,220                        | 498,719
Other assets                                               | 186,522                 | 273,421                        | 459,943
Liabilities and Stockholders’ Equity                       |                         |                                |
Accrued expenses                                           | 1,163,185               | 30,358                         | 1,193,543
Deferred revenue, current                                  | 2,915,974               | (52,842)                       | 2,863,132
Deferred income taxes                                      | 46,702                  | 82,834                         | 129,536
Retained earnings                                          | $11,815,597             | $442,319                       | $12,257,916 |


| _id | d1b33e04a |
| title |  |
| text | 4. Profit before tax
The following items have been charged in arriving at profit before tax:

 |
| table | |       | 2019      | 2018
--------------------------------------------------------------------- | ----- | --------- | ---------
                                                                      | Notes | $ million | $ million
Employee benefit costs                                                | 8     | 220.5     | 208.9
Costs of inventories recognised as an expense                         |       | 81.6      | 79.8
Write-down of inventories to net realisable value                     | 19    | 1.6       | 0.1
Amortisation of intangible assets                                     | 13    | 2.1       | 4.3
Depreciation of property, plant and equipment                         | 14    | 14.7      | 16.5
Depreciation of right-of-use assets                                   | 15    | 7.5       | –
Amortisation of assets recognised from costs to obtain a contract     | 21    | 0.5       | 0.6
Operating leases – minimum lease payments                             |       | –         | 8.5
Expenses relating to short-term leases and leases of low-value assets | 26    | 0.3       | –
Product development costs                                             |       | 96.5      | 96.9
Net foreign exchange loss                                             |       | 0.6       | 0.6 |


| _id | d1b353ec2 |
| title |  |
| text | The pre-tax discount rate used within the recoverable amount calculations was 8.5% (2018: 8.0%) and is based upon the weighted average cost of capital reflecting specific principal risks and uncertainties. The discount rate takes into account the risk-free rate of return, the market risk premium and beta factor reflecting the average beta for the Group and comparator companies which are used in deriving the cost of equity.

The same discount rate has been applied to both CGUs as the principal risks and uncertainties associated with the Group, as highlighted on pages 30 to 33, would also impact each CGU in a similar manner. The Board acknowledges that there are additional factors that could impact the risk profile of each CGU, which have been considered by way of sensitivity analysis performed as part of the annual impairment tests.

Key drivers to future growth rates are dependent on the Group’s ability to maintain and grow income streams whilst effectively managing operating costs. The level of headroom may change if different growth rate assumptions or a different pre-tax discount rate were used in the cash flow projections. Where the value-in-use calculations suggest an impairment, the Board would consider alternative use values prior to realising any impairment, being the fair value less costs to dispose.

The key assumptions used for value-in-use calculations are as follows:
Having completed the 2019 impairment review, no impairment has been recognised in relation to the CGUs (2018: no impairment). Sensitivity
analysis has been performed in assessing the recoverable amounts of goodwill. There are no changes to the key assumptions of growth rate or
discount rate that are considered by the Directors to be reasonably possible, which give rise to an impairment of goodwill relating to the CGUs.

 |
| table | | 2019 | 2018
-------------------------------------- | ---- | ----
Annual growth rate (after plan period) | 3.0% | 3.0%
Risk free rate of return               | 3.0% | 3.0%
Market risk premium                    | 5.0% | 4.9%
Beta factor                            | 0.83 | 0.79
Cost of debt                           | 3.3% | 3.3% |


| _id | d1b308256 |
| title |  |
| text | NOTE 5 – PROPERTY AND EQUIPMENT
The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2019 and 2018:
Depreciation expense was $80,206 and $58,423 for the years ended December 31, 2019 and 2018, respectively

 |
| table | | 2019     | 2018
----------------------------- | -------- | --------
Computer equipment            | $137,763 | $94,384
Furniture and fixtures        | 187,167  | 159,648
Subtotal                      | 324,930  | 254,032
Less accumulated depreciation | 148,916  | 104,702
Property and equipment, net   | $176,014 | $149,330 |


| _id | d1b3b0582 |
| title |  |
| text | Restricted Stock Units
The following table summarizes RSU activity in the fiscal years ended September 30, 2019, 2018, and 2017:

The cost of RSUs is determined using the fair value of the Company’s Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $6.8 million, $5.9 million, and $4.0 million in stock-based compensation expense related to outstanding RSUs in the fiscal years ended September 30, 2019, 2018, and 2017, respectively. As of September 30, 2019, the Company had approximately $12.2 million of unrecognized compensation expense related to

of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.3 years.

 |
| table | | Number of Shares | Fair Value Per Share
--------------------------------- | ---------------- | --------------------
Outstanding at September 30, 2016 | 2,046,169        | $4.90
Granted                           | 1,249,224        | $6.61
Settled                           | (707,174)        | $4.81
Canceled                          | (231,198)        | $4.93
Outstanding at September 30, 2017 | 2,357,021        | $5.65
Granted                           | 1,184,906        | $8.54
Settled                           | (745,197)        | $5.26
Canceled                          | (216,554)        | $7.39
Outstanding at September 30, 2018 | 2,580,176        | $6.92
Granted                           | 1,147,976        | $9.67
Settled                           | (881,420)        | $6.53
Canceled                          | (494,245)        | $7.70
Outstanding at September 30, 2019 | 2,352,487        | 8.26 |


| _id | d1b3a75ea |
| title |  |
| text | 2 Alternative performance measures continued
Cash generation
Cash generation is one of the Group’s key performance indicators used by the Board to monitor the performance of the Group and measure the successful implementation of our strategy. It is one of three financial measures on which Executive Directors’ variable remuneration is based.

Cash generation is adjusted operating profit after adding back depreciation and amortisation (excluding IFRS 16 depreciation), less cash payments to pension schemes in excess of the charge to operating profit, equity settled share plans and working capital changes.

 |
| table | | 2019   | 2018
------------------------------------------------------------- | ------ | ------
                                                              | £m     | £m
Adjusted operating profit                                     | 282.7  | 264.9
Depreciation and amortisation (excluding IFRS16 depreciation) | 34.3   | 32.9
Cash payments to pension schemes in excess of charge to P&L   | (5.2)  | (4.6)
Equity settled share plans                                    | 6.2    | 5.7
Working capital changes                                       | (21.4) | (22.5)
Cash generation                                               | 296.6  | 276.4 |


| _id | d1b383190 |
| title |  |
| text | The Company’s contractual obligations as of December 31, 2019, consist of our obligations as borrower under our 2019 Senior Secured Credit Facility, our obligations related to financing of our three 2018 Newbuildings.
The following table sets out financial, commercial and other obligations outstanding as of December 31, 2019.
Notes:
(1) Refers to obligation to repay indebtedness outstanding as of December 31, 2019.

(2) Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2019. Estimate based on applicable interest rate and drawn amount as of December 31, 2019.
(3) Refers to obligation to repay indebtedness outstanding as of December 31, 2019 for three 2018 Newbuildings.

(4) Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2019. Estimate based on applicable interest as of December 31, 2019 for the financing of the three 2018 Newbuildings.
(5) Refers to the future obligation as of December 31, 2019 to pay for operating lease liabilities at nominal values.

*The new five-year senior secured credit facility for $306.1 million is amortizing with a twenty-year maturity profile, carries a floating LIBOR interest rate plus a margin and matures in February 2024. Further, the agreement contains a discretionary excess cash amortization mechanism for the lender that equals 50% of the net earnings from the collateral vessels, less capex provision and fixed amortization.

 |
| table | Contractual Obligations in $’000s       | Total   | Less than 1 year   | 1-3 years   | 3-5 years   | More than 5 years
--------------------------------------- | ------- | ------------------ | ----------- | ----------- | -----------------
Senior Secured Credit Facility (1)*     | 291,798 | 18,749             | 30,610      | 242,439     | -
Interest Payments (2)                   | 82,255  | 21,690             | 39,624      | 20,941      | -
Financing of 2018 Newbuildings (3)      | 119,867 | 7,630              | 16,287      | 17,849      | 78,101
Interest Payments 2018 Newbuildings (4) | 47,517  | 7,674              | 13,739      | 11,526      | 14,578
Operating Lease Liabilities (5)         | 1,937   | 500                | 638         | 587         | 212
Total                                   | 543,374 | 56,243             | 100,898     | 293,342     | 92,891 |


| _id | d1a712ba4 |
| title |  |
| text | 3.3 Fair value estimation The table below analyses the Group’s financial instruments carried at fair value as at 31 December 2019 by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorised into three levels within a fair value hierarchy as follows:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The fair value of financial instruments traded in active markets is determined with reference to quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required for evaluating the fair value of a financial instrument are observable, the instrument is included in level 2.

If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.
Specific valuation techniques used to value financial instruments mainly include: • Dealer quotes for similar instruments; • The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves; and • Other techniques, such as discounted cash flow analysis, are used to determine fair value for financial instruments.

 |
| table | | Level 1     | Level 2     | Level 3     | Total
--------------------------- | ----------- | ----------- | ----------- | -----------
                            | RMB’Million | RMB’Million | RMB’Million | RMB’Million
As at 31 December 2019      |             |             |             |
FVPL                        | 14,766      | 5,091       | 116,079     | 135,936
FVOCI                       | 74,707      | –           | 7,014       | 81,721
OFA                         | –           | 375         | –           | 375
Other financial liabilities | –           | 523         | 1,873       | 2,396
As at 31 December 2018      |             |             |             |
FVPL                        | 10,875      | 5,009       | 81,993      | 97,877
FVOCI                       | 41,578      | –           | 1,941       | 43,519
OFA                         | –           | 2,032       | –           | 2,032
Other financial liabilities | –           | 40          | 4,466       | 4,506 |


| _id | d1b349094 |
| title |  |
| text | Property and equipment consisted of the following:
Depreciation and amortization expense related to property and equipment was $86.5 million, $97.4 million and $88.8 million during 2019, 2018 and 2017, respectively.
Property and Equipment

Property and equipment is stated at cost. Depreciation is recorded over the shorter of the estimated useful life or the lease term of the applicable assets using the straight-line method beginning on the date an asset is placed in service. We regularly evaluate the estimated remaining useful lives of our property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense as incurred.

 |
| table | | Estimated Useful Lives                        | December 31, |
----------------------------------------------- | --------------------------------------------- | ------------ | -------
                                                |                                               | 2019         | 2018
Computer equipment                              | 3 years                                       | $ 434.8      | $ 417.6
Software                                        | 3 years                                       | 55.9         | 40.5
Land                                            | Indefinite                                    | 9.0          | 9.0
Buildings, including improvements               | 5-40 years                                    | 145.5        | 175.0
Leasehold improvements                          | Lesser of useful life or remaining lease term | 99.4         | 70.8
Other                                           | 1-20 years                                    | 25.7         | 27.0
Total property and equipment                    |                                               | 770.3        | 739.9
Less: accumulated depreciation and amortization |                                               | (511.7)      | (440.9)
Property and equipment, net                     |                                               | $ 258.6      | $ 299.0 |


| _id | d1a71a4e4 |
| title |  |
| text | Film and Electrolytic
The table below sets forth net sales, operating income (loss) and operating income (loss) as a percentage of net sales for our Film and Electrolytic reportable segment for the fiscal years 2018 and 2017 (amounts in thousands, except percentages):
(1) Fiscal years ending March 31, 2018 and 2017 adjusted due to the adoption of ASC 606
Net Sales

Film and Electrolytic net sales of $202.0 million in fiscal year 2018 increased $19.7 million or 10.8% from $182.2 million in fiscal year 2017. The increase in net sales was primarily driven by an increase in net sales in the distributor channel across all the APAC and EMEA regions of $13.7 million, a $3.3 million increase in net sales in the OEM channel of the EMEA region and a $4.2 million increase in the EMS channel across the Americas, EMEA, and APAC regions. These increases were partially offset by a

These increases were partially offset by a decrease in net sales of $1.2 million in the OEM channel across the Americas, APAC, and JPKO regions. In addition, there was a favorable impact of $7.6 million from foreign currency exchange primarily due to the change in the value of the Euro compared to the U.S. dollar.

Reportable Segment Operating Income (Loss)

Segment operating income of $3.6 million in fiscal year 2018 improved $12.7 million from $9.0 million of operating loss in fiscal year 2017. The improvement was primarily attributable to a $4.3 million increase in gross margin driven by higher net sales, as well as the benefit of completed restructuring activities. The increase was also attributed to an $11.7 million improvement in (gain) loss on the write down and disposal of long-lived assets. These improvements were partially offset by a $2.1 million

were partially offset by a $2.1 million increase in restructuring charges, a $0.7 million increase in SG&A expenses, and a $0.6 million increase in R&D expenses.

 |
| table | | For the Fiscal Years Ended |                |                |
----------------------------------- | -------------------------- | -------------- | -------------- | --------------
                                    | March 31, 2018             |                | March 31, 2017 |
                                    | Amount                     | % to Net Sales | Amount         | % to Net Sales
Net sales (1)                       | $201,977                   |                | $182,228       |
Segment operating income (loss) (1) | 3,622                      | 1.8%           | (9,028)        | (5.0)% |


| _id | d1b33bb60 |
| title |  |
| text | Financials
1. EBITDA is a non-IFRS term, defined as earnings before interest, tax, depreciation and amortisation, and excluding net foreign exchange gains (losses).
2. NPATA is a non-IFRS term, defined as net profit after tax, excluding tax-effected amortisation of acquired intangibles. This is used to determine EPSa as disclosed here and in the audited Remuneration Report.

3. Underlying EBITDA, underlying NPAT and underlying NPATA exclude separately disclosed items, which represent the transaction and other restructuring costs associated with the Sigma acquisition (2018: Enoro acquisition) and the exiting of a premises lease in the Americas. Further details of the separately disclosed items are outlined in Note 4 to the Financial Report.

Operating revenue for FY19 was $231.3 million, $0.5 million up on FY18. With Sigma contributing $5.0 million of revenue in June (the first month since acquisition), revenues for the remainder of Hansen excluding Sigma were $4.5 million lower. This decline was a result of lower non-recurring revenues, due primarily to both lower one-off licence fees and reduced project work following the large body of work completed in the first half of FY18 associated with implementing Power of Choice in Australia.

with implementing Power of Choice in Australia. Conversely, recurring revenues grew to represent 63% of total operating revenue.

Underlying EBITDA for the year was $55.8 million, 7.0% down on the $60.0 million in FY18. This resulted in an underlying EBITDA margin decline to 24.1% from 26.0% in FY18. Sigma only contributed a modest $0.1 million of EBITDA in June, which we do not see as representative of the business going forward. Excluding Sigma, the underlying EBITDA margin was 24.6%. This reduced margin was the direct result of the lower non-recurring revenue, as we were able to maintain operating expenses at the same level as

maintain operating expenses at the same level as FY18, even after the investment in the Vietnam Development Centre.

 |
| table | A$ Million                                    | FY19  | FY18  | Variance %
--------------------------------------------- | ----- | ----- | ----------
Operating revenue                             | 231.3 | 230.8 | 0.2%
Underlying EBITDA 1, 3                        | 55.8  | 60.0  | (7.0%)
Underlying NPAT 3                             | 24.0  | 29.5  | (18.7%)
Underlying NPATA 2, 3                         | 33.7  | 38.7  | (12.9%)
Basic EPS based on underlying NPATA (cents) 2 | 17.1  | 19.8  | (13.6%) |


| _id | d1b395b9c |
| title |  |
| text | Proofpoint, Inc. Notes to Consolidated Financial Statements (Continued) (dollars and share amounts in thousands, except per share amounts)
of the transaction price to each performance obligation based on a relative standalone selling price, or SSP, basis.

• Recognition of revenue when, or as, the Company satisfies a performance obligation - The Company recognizes revenue when control of the services or products are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company records its revenue net of any value added or sales tax.

The Company generates sales directly through its sales team and, to a growing extent, through its channel partners. Sales to channel partners are made at a discount and revenues are recorded at this discounted

The Company generates sales directly through its sales team and, to a growing extent, through its channel partners. Sales to channel partners are made at a discount and revenues are recorded at this discounted price once all revenue recognition criteria are met. Channel partners generally receive an order from an end-customer prior to placing an order with the Company, and these partners do not carry any inventory of the Company’s products or solutions. Payment from channel partners is not contingent on

from channel partners is not contingent on the partner’s success in sales to end-customers. In the event that the Company offers rebates, joint marketing funds, or other incentive programs to a partner, recorded revenues are reduced by these amounts accordingly.

Payment terms on invoiced amounts are typically 30 to 45 days.
Disaggregation of Revenue Disaggregation of Revenue
The Company derives its revenue primarily from: (1) subscription service revenue; (2) subscription software revenue, and (3) hardware and services, which include professional service and training revenue provided to customers related to their use of the platform.
The following table presents the Company’s revenue disaggregation:
Subscription service revenue

Subscription service revenue is derived from a subscription-based enterprise licensing model with contract terms typically ranging from one to three years, and consists of (1) subscription fees from the licensing of the Company’s security-as-a-service platform and it’s various components, (2) subscription fees for software with support and related future updates where the software updates are critical to the customers’ ability to derive benefit from the software due to the fast changing nature of the

software due to the fast changing nature of the technology. These function together as one performance obligation, and (3) subscription fees for the right to access the Company’s customer support services for software with significant standalone functionality and support services for hardware. The hosted on-demand service arrangements do not provide customers with the right to take possession of the software supporting the hosted services. Support revenue is derived from ongoing security updates, upgrades,

derived from ongoing security updates, upgrades, bug fixes, and maintenance. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to subscription service revenue is generally recognized on a straight-line basis over the contract term beginning on the date access is provided, as long as other revenue recognition criteria have been met. Most of the Company’s contracts are non-inate their

of the Company’s contracts are non-inate their contract for cause if the

Subscription service revenue is derived from a subscription-based enterprise licensing model with contract terms typically ranging from one to three years, and consists of (1) subscription fees from the licensing of the Company’s security-as-a-service platform and it’s various components, (2) subscription fees for software with support and related future updates where the software updates are critical to the customers’ ability to derive benefit from the software due to the fast changing nature of the

software due to the fast changing nature of the technology. These function together as one performance obligation, and (3) subscription fees for the right to access the Company’s customer support services for software with significant standalone functionality and support services for hardware. The hosted on-demand service arrangements do not provide customers with the right to take possession of the software supporting the hosted services. Support revenue is derived from ongoing security updates, upgrades,

derived from ongoing security updates, upgrades, bug fixes, and maintenance. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to subscription service revenue is generally recognized on a straight-line basis over the contract term beginning on the date access is provided, as long as other revenue recognition criteria have been met. Most of the Company’s contracts are non-cancelable over

the Company’s contracts are non-cancelable over the contract term. Customers typically have the right to terminate their contract for cause if the Company fails to perform in accordance with the contractual terms. Some of the Company’s customers have the option to purchase additional subscription services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced at or above the Company’s SSP and, as such, would not result in a

Company’s SSP and, as such, would not result in a separate performance obligation.

 |
| table | | Year Ended December 31, |          |
----------------------------- | ----------------------- | -------- | --------
                              | 2019                    | 2018     | 2017
Subscription service revenue  | $849,267                | $681,138 | $489,274
Subscription software revenue | 25,739                  | 23,262   | 17,081
Hardware and services         | 13,184                  | 12,594   | 13,326
Total revenue                 | $888,190                | $716,994 | $519,681 |


| _id | d1b3b9c72 |
| title |  |
| text | Stock Options with Market-based Vesting Criteria
We grant NQs that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target withins even years of the date of grant. Share-based compensation expense is recognized regardless of the number of awards that are earned based on the market condition and is recognized on a straight-line basis over the estimated service period of approximately three years.

If the required service period is not met for these options, then the share-based compensation expense would be reversed. In the event that our common stock achieves the target price per share based on a 30-day trailing average prior to the end of the estimated service period, any remaining unamortized compensation cost will be recognized.

Stock options with market-based vesting criteria granted for fiscal years 2019, 2018 and 2017 were 585,000, 325,000 and 320,000, respectively, at weighted average grant date fair values of $7.47, $15.52 and $13.18 per share, or total grant date fair value $2.4 million, $5.0 million and $4.3 million, respectively.

These NQs with market-based vesting criteria were valued using a Monte Carlo simulation model. The weighted average Monte Carlo input assumptions used for calculating the fair value of these market-based stock options are as follows:

During our fiscal first quarter of 2019, we canceled 1,122,500 performance-based stock options with a concurrent grant of 748,328 PRSUs for 13 employees, which was accounted for as a modification. The incremental compensation cost resulting from the modification was $8.2 million, and was being recognized as share-based compensation expense over the requisite service period of three years for the new PRSU awards.

As a result of subsequent actions that resulted in forfeitures, the remaining compensation expense associated with this modification as of September 27, 2019 is $2.8 million.

 |
| table | |        | Fiscal Years |
----------------------- | ------ | ------------ | ------
                        | 2019   | 2018         | 2017
Risk-free interest rate | 2.8%   | 2.3%         | 1.9%
Expected term (years)   | 3.9    | 3.4          | 7.0
Expected volatility     | 51.9%  | 45.8%        | 32.3%
Target price            | $53.87 | $98.99       | $67.39 |


| _id | d1b33b16a |
| title |  |
| text | ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
Reference is made to Item 8 for a list of all financial statements and schedules filed as a part of this Report.
2. Financial Statement Schedules
QuickLogic Corporation
Valuation and Qualifying Accounts
(in thousands)
All other schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes hereto.

 |
| table | | Balance at Beginning of Period | Charged to Costs and Expenses | Write-offs | Balance at End of Period
---------------------------------- | ------------------------------ | ----------------------------- | ---------- | ------------------------
Allowance for Doubtful Accounts:   |                                |                               |            |
Fiscal Year 2019                   | $—                             | $—                            | $5         | $—
Fiscal Year 2018                   | $—                             | $—                            | $—         | $—
Fiscal Year 2017                   | $—                             | $—                            | $—         | $—
Allowance for Deferred Tax Assets: |                                |                               |            |
Fiscal Year 2019                   | $54,913                        | $3,227                        | $—         | $58,140
Fiscal Year 2018                   | $55,931                        | $—                            | $(1,018)   | $54,913
Fiscal Year 2017                   | $79,150                        | $—                            | $(23,219)  | $55,931 |


| _id | d1b305740 |
| title |  |
| text | M. Property and Equipment, Net
Property and equipment, net, as of the periods presented consisted of the following (table in millions):
As of January 31, 2020, construction in progress primarily represented various buildings and site improvements that had not yet been placed into service.
Depreciation expense was $234 million, $211 million and $206 million during the years ended January 31, 2020, February 1, 2019 and February 2, 2018, respectively.

 |
| table | | January 31, 2020 | February 1, 2019
--------------------------------- | ---------------- | ----------------
Equipment and software            | $1,404           | $1,448
Buildings and improvements        | 1,088            | 991
Furniture and fixtures            | 120              | 116
Construction in progress          | 106              | 56
Total property and equipment      | 2,718            | 2,611
Accumulated depreciation          | (1,438)          | (1,449)
Total property and equipment, net | $1,280           | $1,162 |


| _id | d1b3abe92 |
| title |  |
| text | Income Taxes
nm - not meaningful

For fiscal 2018, the effective tax rate was different than the statutory rate due primarily to the impact of the Tax Act reform. The Company recorded a benefit of approximately $3.3 million resulting from the effect of a reduction in the deferred rate and the ability to offset indefinite lived deferred tax liabilities with certain deferred tax assets, recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects

allowance, certain foreign and state tax effects including a benefit of $0.4 million related to a settlement with the California Franchise Tax Board and other U.S. permanent book to tax differences. At March 31, 2018, we had $198.7 million of a federal net operating loss carryforward that expires, if unused, in fiscal years 2031 to 2038.

For fiscal 2017, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, state taxes and other U.S. permanent book to tax differences.

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur in the range of zero to $0.1 million of tax and zero to $0.2 million of interest based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. We are routinely audited; due to the ongoing nature of current examinations in multiple jurisdictions, other changes could occur in the amount of

other changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated at this time.

Because of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax assets generated prior to Tax Act reform depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods, management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences.

 |
| table | | Year ended March 31, |        | (Unfavorable) favorable |
---------------------------- | -------------------- | ------ | ----------------------- | --
(Dollars in thousands)       | 2018                 | 2017   | $                       | %
Income tax (benefit) expense | $ (3,251)            | $ 236  | $ 3,487                 | nm
Effective tax rate           | (28.0)%              | (2.1)% |                         | |


| _id | d1b325e28 |
| title |  |
| text | 7 Revenue
Revenue recognised in the Consolidated Statement of Profit or Loss is analysed as follows:

 |
| table | | Year-ended 31 March 2019 | Year-ended 31 March 2018 Restated See note 2
------------------- | ------------------------ | --------------------------------------------
Revenue by Product: | $M                       | $M
Network             | 328.5                    | 316.5
Enduser             | 348.4                    | 291.8
Other               | 33.7                     | 30.7
Total               | 710.6                    | 639.0 |


| _id | d1b3ae8fe |
| title |  |
| text | COHERENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands)
(1) Reclassification adjustments were not significant during fiscal 2019, 2018 and 2017.
(2) Tax benefits of $(5,161), $0 and $(326) were provided on translation adjustments during fiscal 2019, 2018 and 2017, respectively.
(3) Tax benefits of $0, $(2) and $(1,876) were provided on changes in unrealized losses on available-for-sale securities during fiscal 2019, 2018 and 2017, respectively.

(4) Tax expenses (benefits) of $(2,371), $202 and $1,747 were provided on changes in defined benefit pension plans during fiscal 2019, 2018 and 2017, respectively.

 |
| table | |                   | Year Ended        |
------------------------------------------------------------------------------ | ----------------- | ----------------- | -----------------
                                                                               | September 28,2019 | September 29,2018 | September 30,2017
Net income                                                                     | $53,825           | $247,358          | $207,122
Other comprehensive income (loss):(1)                                          |                   |                   |
Translation adjustment, net of taxes(2)                                        | (32,609)          | (18,065)          | 24,923
Changes in unrealized losses on available-for-sale securities, net of taxes(3) | —                 | (4)               | (3,330)
Defined benefit pension plans, net of taxes(4)                                 | (6,560)           | 996               | 3,613
Other comprehensive income (loss), net of tax                                  | (39,169)          | (17,073)          | 25,206
Comprehensive income                                                           | $14,656           | $230,285          | $232,328 |


| _id | d1b31aa78 |
| title |  |
| text | The following table sets forth information known to us with respect to the beneficial ownership of our common shares as of (i) April 12, 2020, our most recent record date, and (ii) as of certain record dates in each of the preceding three years, for (1) the stockholders known by us to beneficially own more than 2% of our common shares and (2) all directors and executive officers as a group. Beneficial ownership is determined in accordance with SEC rules.

(1) 36.49% owned by United Microelectronics Corporation as of March 31, 2020.
None of our major stockholders have different voting rights from those of our other stockholders. To the best of our knowledge, we are not directly or indirectly controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.

For information regarding our common shares held or beneficially owned by persons in the United States, see “Item 9. The Offer and Listing—A. Offer and Listing Details—Market Price Information for Our American Depositary Shares” in this annual report.

 |
| table | | As of April 14, 2018                       | As of April 14, 2019                       | As of April 12, 2020                       | As of April 12, 2020
------------------------------------------- | ------------------------------------------ | ------------------------------------------ | ------------------------------------------ | ------------------------------------------
                                            | Number of common shares beneficially owned | Number of common shares beneficially owned | Number of common shares beneficially owned | Number of common shares beneficially owned
Name of Beneficial Owner                    |                                            |                                            |                                            |
Hsun Chieh Investment Co., Ltd. (1)         | 3.50%                                      | 3.64%                                      | 441,371,000                                | 3.75%
Silicon Integrated Systems Corp.            | 2.50%                                      | 2.35%                                      | 285,380,424                                | 2.42%
Directors and executive officers as a group | 6.32%                                      | 6.67%                                      | 832,664,416                                | 7.07% |