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dd4b8e3ac | the following table summarizes the changes in the company 2019s valuation allowance: .
balance at january 1 2010 | $ 25621
----------------------------------------- | --------------
increases in current period tax positions | 907
decreases in current period tax positions | -2740 ( 2740 )
balance at december 31 2010 | $ 23788
increases in current period tax positions | 1525
decreases in current period tax positions | -3734 ( 3734 )
balance at december 31 2011 | $ 21579
increases in current period tax positions | 0
decreases in current period tax positions | -2059 ( 2059 )
balance at december 31 2012 | $ 19520
note 14 : employee benefits pension and other postretirement benefits the company maintains noncontributory defined benefit pension plans covering eligible employees of its regulated utility and shared services operations .
benefits under the plans are based on the employee 2019s years of service and compensation .
the pension plans have been closed for most employees hired on or after january 1 , 2006 .
union employees hired on or after january 1 , 2001 had their accrued benefit frozen and will be able to receive this benefit as a lump sum upon termination or retirement .
union employees hired on or after january 1 , 2001 and non-union employees hired on or after january 1 , 2006 are provided with a 5.25% ( 5.25 % ) of base pay defined contribution plan .
the company does not participate in a multiemployer plan .
the company 2019s funding policy is to contribute at least the greater of the minimum amount required by the employee retirement income security act of 1974 or the normal cost , and an additional contribution if needed to avoid 201cat risk 201d status and benefit restrictions under the pension protection act of 2006 .
the company may also increase its contributions , if appropriate , to its tax and cash position and the plan 2019s funded position .
pension plan assets are invested in a number of actively managed and indexed investments including equity and bond mutual funds , fixed income securities and guaranteed interest contracts with insurance companies .
pension expense in excess of the amount contributed to the pension plans is deferred by certain regulated subsidiaries pending future recovery in rates charged for utility services as contributions are made to the plans .
( see note 6 ) the company also has several unfunded noncontributory supplemental non-qualified pension plans that provide additional retirement benefits to certain employees .
the company maintains other postretirement benefit plans providing varying levels of medical and life insurance to eligible retirees .
the retiree welfare plans are closed for union employees hired on or after january 1 , 2006 .
the plans had previously closed for non-union employees hired on or after january 1 , 2002 .
the company 2019s policy is to fund other postretirement benefit costs for rate-making purposes .
plan assets are invested in equity and bond mutual funds , fixed income securities , real estate investment trusts ( 201creits 201d ) and emerging market funds .
the obligations of the plans are dominated by obligations for active employees .
because the timing of expected benefit payments is so far in the future and the size of the plan assets are small relative to the company 2019s assets , the investment strategy is to allocate a significant percentage of assets to equities , which the company believes will provide the highest return over the long-term period .
the fixed income assets are invested in long duration debt securities and may be invested in fixed income instruments , such as futures and options in order to better match the duration of the plan liability. |
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dd4b91048 | note 12 2013 stock-based compensation during 2013 , 2012 , and 2011 , we recorded non-cash stock-based compensation expense totaling $ 189 million , $ 167 million , and $ 157 million , which is included as a component of other unallocated costs on our statements of earnings .
the net impact to earnings for the respective years was $ 122 million , $ 108 million , and $ 101 million .
as of december 31 , 2013 , we had $ 132 million of unrecognized compensation cost related to nonvested awards , which is expected to be recognized over a weighted average period of 1.5 years .
we received cash from the exercise of stock options totaling $ 827 million , $ 440 million , and $ 116 million during 2013 , 2012 , and 2011 .
in addition , our income tax liabilities for 2013 , 2012 , and 2011 were reduced by $ 158 million , $ 96 million , and $ 56 million due to recognized tax benefits on stock-based compensation arrangements .
stock-based compensation plans under plans approved by our stockholders , we are authorized to grant key employees stock-based incentive awards , including options to purchase common stock , stock appreciation rights , restricted stock units ( rsus ) , performance stock units ( psus ) , or other stock units .
the exercise price of options to purchase common stock may not be less than the fair market value of our stock on the date of grant .
no award of stock options may become fully vested prior to the third anniversary of the grant , and no portion of a stock option grant may become vested in less than one year .
the minimum vesting period for restricted stock or stock units payable in stock is three years .
award agreements may provide for shorter or pro-rated vesting periods or vesting following termination of employment in the case of death , disability , divestiture , retirement , change of control , or layoff .
the maximum term of a stock option or any other award is 10 years .
at december 31 , 2013 , inclusive of the shares reserved for outstanding stock options , rsus and psus , we had 20.4 million shares reserved for issuance under the plans .
at december 31 , 2013 , 4.7 million of the shares reserved for issuance remained available for grant under our stock-based compensation plans .
we issue new shares upon the exercise of stock options or when restrictions on rsus and psus have been satisfied .
the following table summarizes activity related to nonvested rsus during 2013 : number of rsus ( in thousands ) weighted average grant-date fair value per share .
| number of rsus ( in thousands ) | weighted average grant-date fair value pershare
----------------------------- | ------------------------------- | -----------------------------------------------
nonvested at december 31 2012 | 4822 | $ 79.10
granted | 1356 | 89.24
vested | -2093 ( 2093 ) | 79.26
forfeited | -226 ( 226 ) | 81.74
nonvested at december 31 2013 | 3859 | $ 82.42
rsus are valued based on the fair value of our common stock on the date of grant .
employees who are granted rsus receive the right to receive shares of stock after completion of the vesting period , however , the shares are not issued , and the employees cannot sell or transfer shares prior to vesting and have no voting rights until the rsus vest , generally three years from the date of the award .
employees who are granted rsus receive dividend-equivalent cash payments only upon vesting .
for these rsu awards , the grant-date fair value is equal to the closing market price of our common stock on the date of grant less a discount to reflect the delay in payment of dividend-equivalent cash payments .
we recognize the grant-date fair value of rsus , less estimated forfeitures , as compensation expense ratably over the requisite service period , which beginning with the rsus granted in 2013 is shorter than the vesting period if the employee is retirement eligible on the date of grant or will become retirement eligible before the end of the vesting period .
stock options we generally recognize compensation cost for stock options ratably over the three-year vesting period .
at december 31 , 2013 and 2012 , there were 10.2 million ( weighted average exercise price of $ 83.65 ) and 20.6 million ( weighted average exercise price of $ 83.15 ) stock options outstanding .
stock options outstanding at december 31 , 2013 have a weighted average remaining contractual life of approximately five years and an aggregate intrinsic value of $ 663 million , and we expect nearly all of these stock options to vest .
of the stock options outstanding , 7.7 million ( weighted average exercise price of $ 84.37 ) have vested as of december 31 , 2013 and those stock options have a weighted average remaining contractual life of approximately four years and an aggregate intrinsic value of $ 497 million .
there were 10.1 million ( weighted average exercise price of $ 82.72 ) stock options exercised during 2013 .
we did not grant stock options to employees during 2013. |
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dd496e554 | the following table shows the impact of catastrophe losses and related reinstatement premiums and the impact of prior period development on our consolidated loss and loss expense ratio for the periods indicated. .
| 2010 | 2009 | 2008
----------------------------------------------------- | ---------------- | ---------------- | ----------------
loss and loss expense ratio as reported | 59.2% ( 59.2 % ) | 58.8% ( 58.8 % ) | 60.6% ( 60.6 % )
catastrophe losses and related reinstatement premiums | ( 3.2 ) % ( % ) | ( 1.2 ) % ( % ) | ( 4.7 ) % ( % )
prior period development | 4.6% ( 4.6 % ) | 4.9% ( 4.9 % ) | 6.8% ( 6.8 % )
large assumed loss portfolio transfers | ( 0.3 ) % ( % ) | ( 0.8 ) % ( % ) | 0.0% ( 0.0 % )
loss and loss expense ratio adjusted | 60.3% ( 60.3 % ) | 61.7% ( 61.7 % ) | 62.7% ( 62.7 % )
we recorded net pre-tax catastrophe losses of $ 366 million in 2010 compared with net pre-tax catastrophe losses of $ 137 million and $ 567 million in 2009 and 2008 , respectively .
the catastrophe losses for 2010 were primarily related to weather- related events in the u.s. , earthquakes in chile , mexico , and new zealand , and storms in australia and europe .
the catastrophe losses for 2009 were primarily related to an earthquake in asia , floods in europe , several weather-related events in the u.s. , and a european windstorm .
for 2008 , the catastrophe losses were primarily related to hurricanes gustav and ike .
prior period development arises from changes to loss estimates recognized in the current year that relate to loss reserves first reported in previous calendar years and excludes the effect of losses from the development of earned premium from pre- vious accident years .
we experienced $ 503 million of net favorable prior period development in our p&c segments in 2010 .
this compares with net favorable prior period development in our p&c segments of $ 576 million and $ 814 million in 2009 and 2008 , respectively .
refer to 201cprior period development 201d for more information .
the adjusted loss and loss expense ratio declined in 2010 , compared with 2009 , primarily due to the impact of the crop settlements , non-recurring premium adjustment and the reduction in assumed loss portfolio business , which is written at higher loss ratios than other types of business .
our policy acquisition costs include commissions , premium taxes , underwriting , and other costs that vary with , and are primarily related to , the production of premium .
administrative expenses include all other operating costs .
our policy acquis- ition cost ratio increased in 2010 , compared with 2009 .
the increase was primarily related to the impact of crop settlements , which generated higher profit-share commissions and a lower adjustment to net premiums earned , as well as the impact of reinstatement premiums expensed in connection with catastrophe activity and changes in business mix .
our administrative expense ratio increased in 2010 , primarily due to the impact of the crop settlements , reinstatement premiums expensed , and increased costs in our international operations .
although the crop settlements generate minimal administrative expenses , they resulted in lower adjustment to net premiums earned in 2010 , compared with 2009 .
administrative expenses in 2010 , were partially offset by higher net results generated by our third party claims administration business , esis , the results of which are included within our administrative expenses .
esis generated $ 85 million in net results in 2010 , compared with $ 26 million in 2009 .
the increase is primarily from non-recurring sources .
our policy acquisition cost ratio was stable in 2009 , compared with 2008 , as increases in our combined insurance operations were offset by more favorable final crop year settlement of profit share commissions .
administrative expenses increased in 2009 , primarily due to the inclusion of administrative expenses related to combined insurance for the full year and costs associated with new product expansion in our domestic retail operation and in our personal lines business .
our effective income tax rate , which we calculate as income tax expense divided by income before income tax , is depend- ent upon the mix of earnings from different jurisdictions with various tax rates .
a change in the geographic mix of earnings would change the effective income tax rate .
our effective income tax rate was 15 percent in 2010 , compared with 17 percent and 24 percent in 2009 and 2008 , respectively .
the decrease in our effective income tax rate in 2010 , was primarily due to a change in the mix of earnings to lower tax-paying jurisdictions , a decrease in the amount of unrecognized tax benefits which was the result of a settlement with the u.s .
internal revenue service appeals division regarding federal tax returns for the years 2002-2004 , and the recognition of a non-taxable gain related to the acquisition of rain and hail .
the 2009 year included a reduction of a deferred tax valuation allowance related to investments .
for 2008 , our effective income tax rate was adversely impacted by a change in mix of earnings due to the impact of catastrophe losses in lower tax-paying jurisdictions .
prior period development the favorable prior period development , inclusive of the life segment , of $ 512 million during 2010 was the net result of sev- eral underlying favorable and adverse movements .
with respect to ace 2019s crop business , ace regularly receives reports from its managing general agent ( mga ) relating to the previous crop year ( s ) in subsequent calendar quarters and this typically results |
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dd4c5a20e | table of contents part ii item 5 .
market for registrant 2019s common equity , related stockholder matters and issuer purchases of equity securities .
price range our common stock trades on the nasdaq global select market under the symbol 201cmktx 201d .
the range of closing price information for our common stock , as reported by nasdaq , was as follows : on february 20 , 2013 , the last reported closing price of our common stock on the nasdaq global select market was $ 39.60 .
holders there were 33 holders of record of our common stock as of february 20 , 2013 .
dividend policy we initiated a regular quarterly dividend in the fourth quarter of 2009 .
during 2012 and 2011 , we paid quarterly cash dividends of $ 0.11 per share and $ 0.09 per share , respectively .
on december 27 , 2012 , we paid a special dividend of $ 1.30 per share .
in january 2013 , our board of directors approved a quarterly cash dividend of $ 0.13 per share payable on february 28 , 2013 to stockholders of record as of the close of business on february 14 , 2013 .
any future declaration and payment of dividends will be at the sole discretion of our board of directors .
the board of directors may take into account such matters as general business conditions , our financial results , capital requirements , and contractual , legal , and regulatory restrictions on the payment of dividends to our stockholders or by our subsidiaries to the parent and any other such factors as the board of directors may deem relevant .
recent sales of unregistered securities securities authorized for issuance under equity compensation plans please see the section entitled 201cequity compensation plan information 201d in item 12. .
2012: | high | low
---------------------------------- | ------- | -------
january 1 2012 to march 31 2012 | $ 37.79 | $ 29.26
april 1 2012 to june 30 2012 | $ 37.65 | $ 26.22
july 1 2012 to september 30 2012 | $ 34.00 | $ 26.88
october 1 2012 to december 31 2012 | $ 35.30 | $ 29.00
2011: | high | low
january 1 2011 to march 31 2011 | $ 24.19 | $ 19.78
april 1 2011 to june 30 2011 | $ 25.22 | $ 21.00
july 1 2011 to september 30 2011 | $ 30.75 | $ 23.41
october 1 2011 to december 31 2011 | $ 31.16 | $ 24.57 |
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dd4b951e8 | item 7 .
management 2019s discussion and analysis of financial condition and results of operations we are an international energy company with operations in the u.s. , canada , africa , the middle east and europe .
our operations are organized into three reportable segments : 2022 e&p which explores for , produces and markets liquid hydrocarbons and natural gas on a worldwide basis .
2022 osm which mines , extracts and transports bitumen from oil sands deposits in alberta , canada , and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil .
2022 ig which produces and markets products manufactured from natural gas , such as lng and methanol , in e.g .
certain sections of management 2019s discussion and analysis of financial condition and results of operations include forward- looking statements concerning trends or events potentially affecting our business .
these statements typically contain words such as "anticipates" "believes" "estimates" "expects" "targets" "plans" "projects" "could" "may" "should" "would" or similar words indicating that future outcomes are uncertain .
in accordance with "safe harbor" provisions of the private securities litigation reform act of 1995 , these statements are accompanied by cautionary language identifying important factors , though not necessarily all such factors , which could cause future outcomes to differ materially from those set forth in forward-looking statements .
for additional risk factors affecting our business , see item 1a .
risk factors in this annual report on form 10-k .
management 2019s discussion and analysis of financial condition and results of operations should be read in conjunction with the information under item 1 .
business , item 1a .
risk factors and item 8 .
financial statements and supplementary data found in this annual report on form 10-k .
spin-off downstream business on june 30 , 2011 , the spin-off of marathon 2019s downstream business was completed , creating two independent energy companies : marathon oil and mpc .
marathon stockholders at the close of business on the record date of june 27 , 2011 received one share of mpc common stock for every two shares of marathon common stock held .
a private letter tax ruling received in june 2011 from the irs affirmed the tax-free nature of the spin-off .
activities related to the downstream business have been treated as discontinued operations in 2011 and 2010 ( see item 8 .
financial statements and supplementary data 2013 note 3 to the consolidated financial statements for additional information ) .
overview 2013 market conditions exploration and production prevailing prices for the various grades of crude oil and natural gas that we produce significantly impact our revenues and cash flows .
the following table lists benchmark crude oil and natural gas price annual averages for the past three years. .
benchmark | 2012 | 2011 | 2010
------------------------------------------------- | -------- | -------- | -------
wti crude oil ( dollars per bbl ) | $ 94.15 | $ 95.11 | $ 79.61
brent ( europe ) crude oil ( dollars per bbl ) | $ 111.65 | $ 111.26 | $ 79.51
henry hub natural gas ( dollars per mmbtu ) ( a ) | $ 2.79 | $ 4.04 | $ 4.39
henry hub natural gas ( dollars per mmbtu ) ( a ) $ 2.79 $ 4.04 $ 4.39 ( a ) settlement date average .
liquid hydrocarbon 2013 prices of crude oil have been volatile in recent years , but less so when comparing annual averages for 2012 and 2011 .
in 2011 , crude prices increased over 2010 levels , with increases in brent averages outstripping those in wti .
the quality , location and composition of our liquid hydrocarbon production mix will cause our u.s .
liquid hydrocarbon realizations to differ from the wti benchmark .
in 2012 , 2011 and 2010 , the percentage of our u.s .
crude oil and condensate production that was sour averaged 37 percent , 58 percent and 68 percent .
sour crude contains more sulfur and tends to be heavier than light sweet crude oil so that refining it is more costly and produces lower value products ; therefore , sour crude is considered of lower quality and typically sells at a discount to wti .
the percentage of our u.s .
crude and condensate production that is sour has been decreasing as onshore production from the eagle ford and bakken shale plays increases and production from the gulf of mexico declines .
in recent years , crude oil sold along the u.s .
gulf coast has been priced at a premium to wti because the louisiana light sweet benchmark has been tracking brent , while production from inland areas farther from large refineries has been at a discount to wti .
ngls were 10 percent , 7 percent and 6 percent of our u.s .
liquid hydrocarbon sales in 2012 , 2011 and 2010 .
in 2012 , our sales of ngls increased due to our development of u.s .
unconventional liquids-rich plays. |
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dd4ba1024 | for marketing .
there are several methods that can be used to determine the estimated fair value of the ipr&d acquired in a business combination .
we utilized the 201cincome method , 201d which applies a probability weighting to the estimated future net cash fl ows that are derived from projected sales revenues and estimated costs .
these projec- tions are based on factors such as relevant market size , patent protection , historical pricing of similar products , and expected industry trends .
the estimated future net cash fl ows are then discounted to the present value using an appropriate discount rate .
this analysis is performed for each project independently .
in accordance with fin 4 , applicability of fasb statement no .
2 to business combinations accounted for by the purchase method , these acquired ipr&d intangible assets totaling $ 4.71 billion and $ 340.5 million in 2008 and 2007 , respectively , were expensed immediately subsequent to the acquisition because the products had no alternative future use .
the ongoing activities with respect to each of these products in development are not material to our research and development expenses .
in addition to the acquisitions of businesses , we also acquired several products in development .
the acquired ipr&d related to these products of $ 122.0 million and $ 405.1 million in 2008 and 2007 , respectively , was also writ- ten off by a charge to income immediately upon acquisition because the products had no alternative future use .
imclone acquisition on november 24 , 2008 , we acquired all of the outstanding shares of imclone systems inc .
( imclone ) , a biopharma- ceutical company focused on advancing oncology care , for a total purchase price of approximately $ 6.5 billion , which was fi nanced through borrowings .
this strategic combination will offer both targeted therapies and oncolytic agents along with a pipeline spanning all phases of clinical development .
the combination also expands our bio- technology capabilities .
the acquisition has been accounted for as a business combination under the purchase method of accounting , resulting in goodwill of $ 419.5 million .
no portion of this goodwill is expected to be deductible for tax purposes .
allocation of purchase price we are currently determining the fair values of a signifi cant portion of these net assets .
the purchase price has been preliminarily allocated based on an estimate of the fair value of assets acquired and liabilities assumed as of the date of acquisition .
the fi nal determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date .
although the fi nal determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein , it is not expected that those differences will be material to our fi nancial results .
estimated fair value at november 24 , 2008 .
cash and short-term investments | $ 982.9
-------------------------------------------- | ----------------
inventories | 136.2
developed product technology ( erbitux ) 1 | 1057.9
goodwill | 419.5
property and equipment | 339.8
debt assumed | -600.0 ( 600.0 )
deferred taxes | -315.0 ( 315.0 )
deferred income | -127.7 ( 127.7 )
other assets and liabilities 2014 net | -72.1 ( 72.1 )
acquired in-process research and development | 4685.4
total purchase price | $ 6506.9
1this intangible asset will be amortized on a straight-line basis through 2023 in the u.s .
and 2018 in the rest of the world .
all of the estimated fair value of the acquired ipr&d is attributable to oncology-related products in develop- ment , including $ 1.33 billion to line extensions for erbitux .
a signifi cant portion ( 81 percent ) of the remaining value of acquired ipr&d is attributable to two compounds in phase iii clinical testing and one compound in phase ii clini- cal testing , all targeted to treat various forms of cancers .
the discount rate we used in valuing the acquired ipr&d projects was 13.5 percent , and the charge for acquired ipr&d of $ 4.69 billion recorded in the fourth quarter of 2008 , was not deductible for tax purposes .
pro forma financial information the following unaudited pro forma fi nancial information presents the combined results of our operations with |
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dd4bb32d8 | note 11 .
commitments and contingencies commitments leases the company fffds corporate headquarters is located in danvers , massachusetts .
this facility encompasses most of the company fffds u.s .
operations , including research and development , manufacturing , sales and marketing and general and administrative departments .
in october 2017 , the acquired its corporate headquarters for approximately $ 16.5 million and terminated its existing lease arrangement ( see note 6 ) .
future minimum lease payments under non-cancelable leases as of march 31 , 2018 are approximately as follows : fiscal years ending march 31 , operating leases ( in $ 000s ) .
fiscal years ending march 31, | operating leases ( in $ 000s )
----------------------------- | ------------------------------
2019 | $ 2078
2020 | 1888
2021 | 1901
2022 | 1408
2023 | 891
thereafter | 1923
total minimum lease payments | $ 10089
in february 2017 , the company entered into a lease agreement for an additional 21603 square feet of office space in danvers , massachusetts which expires on july 31 , 2022 .
in december 2017 , the company entered into an amendment to this lease to extend the term through august 31 , 2025 and to add an additional 6607 square feet of space in which rent would begin around june 1 , 2018 .
the amendment also allows the company a right of first offer to purchase the property from january 1 , 2018 through august 31 , 2035 , if the lessor decides to sell the building or receives an offer to purchase the building from a third-party buyer .
in march 2018 , the company entered into an amendment to the lease to add an additional 11269 square feet of space for which rent will begin on or around june 1 , 2018 through august 31 , 2025 .
the annual rent expense for this lease agreement is estimated to be $ 0.4 million .
in september 2016 , the company entered into a lease agreement in berlin , germany which commenced in may 2017 and expires in may 2024 .
the annual rent expense for the lease is estimated to be $ 0.3 million .
in october 2016 , the company entered into a lease agreement for an office in tokyokk japan and expires in september 2021 .
the office houses administrative , regulatory , and training personnel in connection with the company fffds commercial launch in japan .
the annual rent expense for the lease is estimated to be $ 0.9 million .
license agreements in april 2014 , the company entered into an exclusive license agreement for the rights to certain optical sensor technologies in the field of cardio-circulatory assist devices .
pursuant to the terms of the license agreement , the company agreed to make potential payments of $ 6.0 million .
through march 31 , 2018 , the company has made $ 3.5 million in milestones payments which included a $ 1.5 million upfront payment upon the execution of the agreement .
any potential future milestone payment amounts have not been included in the contractual obligations table above due to the uncertainty related to the successful achievement of these milestones .
contingencies from time to time , the company is involved in legal and administrative proceedings and claims of various types .
in some actions , the claimants seek damages , as well as other relief , which , if granted , would require significant expenditures .
the company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated .
the company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate .
if a matter is both probable to result in liability and the amount of loss can be reasonably estimated , the company estimates and discloses the possible loss or range of loss .
if the loss is not probable or cannot be reasonably estimated , a liability is not recorded in its consolidated financial statements. |
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dd4be1e9e | our digital media business consists of our websites and mobile and video-on-demand ( 201cvod 201d ) services .
our websites include network branded websites such as discovery.com , tlc.com and animalplanet.com , and other websites such as howstuffworks.com , an online source of explanations of how the world actually works ; treehugger.com , a comprehensive source for 201cgreen 201d news , solutions and product information ; and petfinder.com , a leading pet adoption destination .
together , these websites attracted an average of 24 million cumulative unique monthly visitors , according to comscore , inc .
in 2011 .
international networks our international networks segment principally consists of national and pan-regional television networks .
this segment generates revenues primarily from fees charged to operators who distribute our networks , which primarily include cable and dth satellite service providers , and from advertising sold on our television networks and websites .
discovery channel , animal planet and tlc lead the international networks 2019 portfolio of television networks , which are distributed in virtually every pay-television market in the world through an infrastructure that includes operational centers in london , singapore and miami .
international networks has one of the largest international distribution platforms of networks with one to twelve networks in more than 200 countries and territories around the world .
at december 31 , 2011 , international networks operated over 150 unique distribution feeds in over 40 languages with channel feeds customized according to language needs and advertising sales opportunities .
our international networks segment owns and operates the following television networks which reached the following number of subscribers as of december 31 , 2011 : education and other our education and other segment primarily includes the sale of curriculum-based product and service offerings and postproduction audio services .
this segment generates revenues primarily from subscriptions charged to k-12 schools for access to an online suite of curriculum-based vod tools , professional development services , and to a lesser extent student assessment and publication of hardcopy curriculum-based content .
our education business also participates in corporate partnerships , global brand and content licensing business with leading non-profits , foundations and trade associations .
other businesses primarily include postproduction audio services that are provided to major motion picture studios , independent producers , broadcast networks , cable channels , advertising agencies , and interactive producers .
content development our content development strategy is designed to increase viewership , maintain innovation and quality leadership , and provide value for our network distributors and advertising customers .
substantially all content is sourced from a wide range of third-party producers , which includes some of the world 2019s leading nonfiction production companies with which we have developed long-standing relationships , as well as independent producers .
our production arrangements fall into three categories : produced , coproduced and licensed .
substantially all produced content includes programming which we engage third parties to develop and produce while we retain editorial control and own most or all of the rights in exchange for paying all development and production costs .
coproduced content refers to program rights acquired that we have collaborated with third parties to finance and develop .
coproduced programs are typically high-cost projects for which neither we nor our coproducers wish to bear the entire cost or productions in which the producer has already taken on an international broadcast partner .
licensed content is comprised of films or series that have been previously produced by third parties .
global networks international subscribers ( millions ) regional networks international subscribers ( millions ) .
global networks discovery channel | international subscribers ( millions ) 213 | regional networks dmax | international subscribers ( millions ) 47
--------------------------------- | ------------------------------------------ | ----------------------------- | -----------------------------------------
animal planet | 166 | discovery kids | 37
tlc real time and travel & living | 150 | liv | 29
discovery science | 66 | quest | 23
discovery home & health | 48 | discovery history | 13
turbo | 37 | shed | 12
discovery world | 27 | discovery en espanol ( u.s. ) | 5
investigation discovery | 23 | discovery famillia ( u.s. ) | 4
hd services | 17 | | |
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dd4bee874 | devon energy corporation and subsidiaries notes to consolidated financial statements 2013 ( continued ) debt maturities as of december 31 , 2013 , excluding premiums and discounts , are as follows ( in millions ) : .
2014 | $ 4067
------------------- | -------
2015 | 2014
2016 | 500
2017 | 750
2018 | 125
2019 and thereafter | 6600
total | $ 12042
credit lines devon has a $ 3.0 billion syndicated , unsecured revolving line of credit ( the 201csenior credit facility 201d ) that matures on october 24 , 2018 .
however , prior to the maturity date , devon has the option to extend the maturity for up to one additional one-year period , subject to the approval of the lenders .
amounts borrowed under the senior credit facility may , at the election of devon , bear interest at various fixed rate options for periods of up to twelve months .
such rates are generally less than the prime rate .
however , devon may elect to borrow at the prime rate .
the senior credit facility currently provides for an annual facility fee of $ 3.8 million that is payable quarterly in arrears .
as of december 31 , 2013 , there were no borrowings under the senior credit facility .
the senior credit facility contains only one material financial covenant .
this covenant requires devon 2019s ratio of total funded debt to total capitalization , as defined in the credit agreement , to be no greater than 65 percent .
the credit agreement contains definitions of total funded debt and total capitalization that include adjustments to the respective amounts reported in the accompanying financial statements .
also , total capitalization is adjusted to add back noncash financial write-downs such as full cost ceiling impairments or goodwill impairments .
as of december 31 , 2013 , devon was in compliance with this covenant with a debt-to- capitalization ratio of 25.7 percent .
commercial paper devon has access to $ 3.0 billion of short-term credit under its commercial paper program .
commercial paper debt generally has a maturity of between 1 and 90 days , although it can have a maturity of up to 365 days , and bears interest at rates agreed to at the time of the borrowing .
the interest rate is generally based on a standard index such as the federal funds rate , libor , or the money market rate as found in the commercial paper market .
as of december 31 , 2013 , devon 2019s weighted average borrowing rate on its commercial paper borrowings was 0.30 percent .
other debentures and notes following are descriptions of the various other debentures and notes outstanding at december 31 , 2013 , as listed in the table presented at the beginning of this note .
geosouthern debt in december 2013 , in conjunction with the planned geosouthern acquisition , devon issued $ 2.25 billion aggregate principal amount of fixed and floating rate senior notes resulting in cash proceeds of approximately |
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dd4ba48a0 | the following table summarizes the total contractual amount of credit-related , off-balance sheet financial instruments at december 31 .
amounts reported do not reflect participations to independent third parties. .
( in millions ) | 2008 | 2007
------------------------------------- | -------- | --------
indemnified securities financing | $ 324590 | $ 558368
liquidity asset purchase agreements | 28800 | 35339
unfunded commitments to extend credit | 20981 | 17533
standby letters of credit | 6061 | 4711
approximately 81% ( 81 % ) of the unfunded commitments to extend credit expire within one year from the date of issue .
since many of the commitments are expected to expire or renew without being drawn upon , the total commitment amounts do not necessarily represent future cash requirements .
securities finance : on behalf of our customers , we lend their securities to creditworthy brokers and other institutions .
we generally indemnify our customers for the fair market value of those securities against a failure of the borrower to return such securities .
collateral funds received in connection with our securities finance services are held by us as agent and are not recorded in our consolidated statement of condition .
we require the borrowers to provide collateral in an amount equal to or in excess of 100% ( 100 % ) of the fair market value of the securities borrowed .
the borrowed securities are revalued daily to determine if additional collateral is necessary .
in this regard , we held , as agent , cash and u.s .
government securities with an aggregate fair value of $ 333.07 billion and $ 572.93 billion as collateral for indemnified securities on loan at december 31 , 2008 and 2007 , respectively , presented in the table above .
the collateral held by us is invested on behalf of our customers .
in certain cases , the collateral is invested in third-party repurchase agreements , for which we indemnify the customer against loss of the principal invested .
we require the repurchase agreement counterparty to provide collateral in an amount equal to or in excess of 100% ( 100 % ) of the amount of the repurchase agreement .
the indemnified repurchase agreements and the related collateral are not recorded in our consolidated statement of condition .
of the collateral of $ 333.07 billion at december 31 , 2008 and $ 572.93 billion at december 31 , 2007 referenced above , $ 68.37 billion at december 31 , 2008 and $ 106.13 billion at december 31 , 2007 was invested in indemnified repurchase agreements .
we held , as agent , cash and securities with an aggregate fair value of $ 71.87 billion and $ 111.02 billion as collateral for indemnified investments in repurchase agreements at december 31 , 2008 and december 31 , 2007 , respectively .
asset-backed commercial paper program : in the normal course of our business , we provide liquidity and credit enhancement to an asset-backed commercial paper program sponsored and administered by us , described in note 12 .
the commercial paper issuances and commitments of the commercial paper conduits to provide funding are supported by liquidity asset purchase agreements and back-up liquidity lines of credit , the majority of which are provided by us .
in addition , we provide direct credit support to the conduits in the form of standby letters of credit .
our commitments under liquidity asset purchase agreements and back-up lines of credit totaled $ 23.59 billion at december 31 , 2008 , and are included in the preceding table .
our commitments under standby letters of credit totaled $ 1.00 billion at december 31 , 2008 , and are also included in the preceding table .
legal proceedings : several customers have filed litigation claims against us , some of which are putative class actions purportedly on behalf of customers invested in certain of state street global advisors 2019 , or ssga 2019s , active fixed-income strategies .
these claims related to investment losses in one or more of ssga 2019s strategies that included sub-prime investments .
in 2007 , we established a reserve of approximately $ 625 million to address legal exposure associated with the under-performance of certain active fixed-income strategies managed by ssga and customer concerns as to whether the execution of these strategies was consistent with the customers 2019 investment intent .
these strategies were adversely impacted by exposure to , and the lack of liquidity in |
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dd4b8b896 | item 11 2014executive compensation we incorporate by reference in this item 11 the information relating to executive and director compensation contained under the headings 201cother information about the board and its committees , 201d 201ccompensation and other benefits 201d and 201creport of the compensation committee 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007 .
item 12 2014security ownership of certain beneficial owners andmanagement and related stockholdermatters we incorporate by reference in this item 12 the information relating to ownership of our common stock by certain persons contained under the headings 201ccommon stock ownership of management 201d and 201ccommon stock ownership by certain other persons 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007 .
we have four compensation plans under which our equity securities are authorized for issuance .
the global payments inc .
amended and restated 2000 long-term incentive plan , global payments inc .
amended and restated 2005 incentive plan , the non-employee director stock option plan , and employee stock purchase plan have been approved by security holders .
the information in the table below is as of may 31 , 2007 .
for more information on these plans , see note 8 to notes to consolidated financial statements .
plan category number of securities to be issued upon exercise of outstanding options , warrants and rights weighted- average exercise price of outstanding options , warrants and rights number of securities remaining available for future issuance under equity compensation plans ( excluding securities reflected in column ( a ) ) equity compensation plans approved by security holders: .
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5171000 $ 25 7779000 ( 1 ) equity compensation plans not approved by security holders: .
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2014 2014 2014 total .
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5171000 $ 25 7779000 ( 1 ) ( 1 ) also includes shares of common stock available for issuance other than upon the exercise of an option , warrant or right under the amended and restated 2000 non-employee director stock option plan , the amended and restated 2005 incentive plan and the amended and restated 2000 employee stock purchase item 13 2014certain relationships and related transactions , and director independence we incorporate by reference in this item 13 the information regarding certain relationships and related transactions between us and some of our affiliates and the independence of our board of directors contained under the headings 201ccertain relationships and related transactions 201d and 201cother information about the board and its committees 2014director independence 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007 .
item 14 2014principal accounting fees and services we incorporate by reference in this item 14 the information regarding principal accounting fees and services contained under the heading 201cauditor information 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007. .
plan category | number of securities to be issued upon exercise of outstanding options warrants and rights ( a ) | weighted- average exercise price of outstanding options warrants and rights ( b ) | number of securities remaining available for futureissuance under equity compensation plans ( excluding securities reflected in column ( a ) ) ( c ) |
----------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | --------
equity compensation plans approved by security holders: | 5171000 | $ 25 | 7779000 | -1 ( 1 )
equity compensation plans not approved by security holders: | 2014 | 2014 | 2014 |
total | 5171000 | $ 25 | 7779000 | -1 ( 1 )
item 11 2014executive compensation we incorporate by reference in this item 11 the information relating to executive and director compensation contained under the headings 201cother information about the board and its committees , 201d 201ccompensation and other benefits 201d and 201creport of the compensation committee 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007 .
item 12 2014security ownership of certain beneficial owners andmanagement and related stockholdermatters we incorporate by reference in this item 12 the information relating to ownership of our common stock by certain persons contained under the headings 201ccommon stock ownership of management 201d and 201ccommon stock ownership by certain other persons 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007 .
we have four compensation plans under which our equity securities are authorized for issuance .
the global payments inc .
amended and restated 2000 long-term incentive plan , global payments inc .
amended and restated 2005 incentive plan , the non-employee director stock option plan , and employee stock purchase plan have been approved by security holders .
the information in the table below is as of may 31 , 2007 .
for more information on these plans , see note 8 to notes to consolidated financial statements .
plan category number of securities to be issued upon exercise of outstanding options , warrants and rights weighted- average exercise price of outstanding options , warrants and rights number of securities remaining available for future issuance under equity compensation plans ( excluding securities reflected in column ( a ) ) equity compensation plans approved by security holders: .
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5171000 $ 25 7779000 ( 1 ) equity compensation plans not approved by security holders: .
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2014 2014 2014 total .
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5171000 $ 25 7779000 ( 1 ) ( 1 ) also includes shares of common stock available for issuance other than upon the exercise of an option , warrant or right under the amended and restated 2000 non-employee director stock option plan , the amended and restated 2005 incentive plan and the amended and restated 2000 employee stock purchase item 13 2014certain relationships and related transactions , and director independence we incorporate by reference in this item 13 the information regarding certain relationships and related transactions between us and some of our affiliates and the independence of our board of directors contained under the headings 201ccertain relationships and related transactions 201d and 201cother information about the board and its committees 2014director independence 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007 .
item 14 2014principal accounting fees and services we incorporate by reference in this item 14 the information regarding principal accounting fees and services contained under the heading 201cauditor information 201d from our proxy statement to be delivered in connection with our 2007 annual meeting of shareholders to be held on september 26 , 2007. |
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dd4c05646 | kimco realty corporation and subsidiaries notes to consolidated financial statements , continued the units consisted of ( i ) approximately 81.8 million preferred a units par value $ 1.00 per unit , which pay the holder a return of 7.0% ( 7.0 % ) per annum on the preferred a par value and are redeemable for cash by the holder at any time after one year or callable by the company any time after six months and contain a promote feature based upon an increase in net operating income of the properties capped at a 10.0% ( 10.0 % ) increase , ( ii ) 2000 class a preferred units , par value $ 10000 per unit , which pay the holder a return equal to libor plus 2.0% ( 2.0 % ) per annum on the class a preferred par value and are redeemable for cash by the holder at any time after november 30 , 2010 , ( iii ) 2627 class b-1 preferred units , par value $ 10000 per unit , which pay the holder a return equal to 7.0% ( 7.0 % ) per annum on the class b-1 preferred par value and are redeemable by the holder at any time after november 30 , 2010 , for cash or at the company 2019s option , shares of the company 2019s common stock , equal to the cash redemption amount , as defined , ( iv ) 5673 class b-2 preferred units , par value $ 10000 per unit , which pay the holder a return equal to 7.0% ( 7.0 % ) per annum on the class b-2 preferred par value and are redeemable for cash by the holder at any time after november 30 , 2010 , and ( v ) 640001 class c downreit units , valued at an issuance price of $ 30.52 per unit which pay the holder a return at a rate equal to the company 2019s common stock dividend and are redeemable by the holder at any time after november 30 , 2010 , for cash or at the company 2019s option , shares of the company 2019s common stock equal to the class c cash amount , as defined .
the following units have been redeemed as of december 31 , 2010 : redeemed par value redeemed ( in millions ) redemption type .
type | units redeemed | par value redeemed ( in millions ) | redemption type
------------------------- | -------------- | ---------------------------------- | ----------------------------
preferred a units | 2200000 | $ 2.2 | cash
class a preferred units | 2000 | $ 20.0 | cash
class b-1 preferred units | 2438 | $ 24.4 | cash
class b-2 preferred units | 5576 | $ 55.8 | cash/charitable contribution
class c downreit units | 61804 | $ 1.9 | cash
noncontrolling interest relating to the remaining units was $ 110.4 million and $ 113.1 million as of december 31 , 2010 and 2009 , respectively .
during 2006 , the company acquired two shopping center properties located in bay shore and centereach , ny .
included in noncontrolling interests was approximately $ 41.6 million , including a discount of $ 0.3 million and a fair market value adjustment of $ 3.8 million , in redeemable units ( the 201credeemable units 201d ) , issued by the company in connection with these transactions .
the prop- erties were acquired through the issuance of $ 24.2 million of redeemable units , which are redeemable at the option of the holder ; approximately $ 14.0 million of fixed rate redeemable units and the assumption of approximately $ 23.4 million of non-recourse debt .
the redeemable units consist of ( i ) 13963 class a units , par value $ 1000 per unit , which pay the holder a return of 5% ( 5 % ) per annum of the class a par value and are redeemable for cash by the holder at any time after april 3 , 2011 , or callable by the company any time after april 3 , 2016 , and ( ii ) 647758 class b units , valued at an issuance price of $ 37.24 per unit , which pay the holder a return at a rate equal to the company 2019s common stock dividend and are redeemable by the holder at any time after april 3 , 2007 , for cash or at the option of the company for common stock at a ratio of 1:1 , or callable by the company any time after april 3 , 2026 .
the company is restricted from disposing of these assets , other than through a tax free transaction , until april 2016 and april 2026 for the centereach , ny , and bay shore , ny , assets , respectively .
during 2007 , 30000 units , or $ 1.1 million par value , of theclass bunits were redeemed by the holder in cash at the option of the company .
noncontrolling interest relating to the units was $ 40.4 million and $ 40.3 million as of december 31 , 2010 and 2009 , respectively .
noncontrolling interests also includes 138015 convertible units issued during 2006 , by the company , which were valued at approxi- mately $ 5.3 million , including a fair market value adjustment of $ 0.3 million , related to an interest acquired in an office building located in albany , ny .
these units are redeemable at the option of the holder after one year for cash or at the option of the company for the company 2019s common stock at a ratio of 1:1 .
the holder is entitled to a distribution equal to the dividend rate of the company 2019s common stock .
the company is restricted from disposing of these assets , other than through a tax free transaction , until january 2017. |
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dd4bec6e6 | management 2019s discussion and analysis of financial conditionand results of operations d u k e r e a l t y c o r p o r a t i o n 1 1 2 0 0 2 a n n u a l r e p o r t 2022 interest expense on the company 2019s secured debt decreased from $ 30.8 million in 2001 to $ 22.9 million in 2002 as the company paid off $ 13.5 million of secured debt throughout 2002 and experienced lower borrowings on its secured line of credit during 2002 compared to 2001 .
additionally , the company paid off approximately $ 128.5 million of secured debt throughout 2001 .
2022 interest expense on the company 2019s $ 500 million unsecured line of credit decreased by approximately $ 1.1 million in 2002 compared to 2001 as the company maintained lower balances on the line throughout most of 2002 .
as a result of the above-mentioned items , earnings from rental operations decreased $ 35.0 million from $ 254.1 million for the year ended december 31 , 2001 , to $ 219.1 million for the year ended december 31 , 2002 .
service operations service operations primarily consist of leasing , management , construction and development services for joint venture properties and properties owned by third parties .
service operations revenues decreased from $ 80.5 million for the year ended december 31 , 2001 , to $ 68.6 million for the year ended december 31 , 2002 .
the prolonged effect of the slow economy has been the primary factor in the overall decrease in revenues .
the company experienced a decrease of $ 12.7 million in net general contractor revenues because of a decrease in the volume of construction in 2002 , compared to 2001 , as well as slightly lower profit margins .
property management , maintenance and leasing fee revenues decreased from $ 22.8 million in 2001 to $ 14.3 million in 2002 primarily because of a decrease in landscaping maintenance revenue resulting from the sale of the landscaping operations in the third quarter of 2001 .
construction management and development activity income represents construction and development fees earned on projects where the company acts as the construction manager along with profits from the company 2019s held for sale program whereby the company develops a property for sale upon completion .
the increase in revenues of $ 10.3 million in 2002 is primarily due to an increase in volume of the sale of properties from the held for sale program .
service operations expenses decreased from $ 45.3 million in 2001 to $ 38.3 million in 2002 .
the decrease is attributable to the decrease in construction and development activity and the reduced overhead costs as a result of the sale of the landscape business in 2001 .
as a result of the above , earnings from service operations decreased from $ 35.1 million for the year ended december 31 , 2001 , to $ 30.3 million for the year ended december 31 , 2002 .
general and administrative expense general and administrative expense increased from $ 15.6 million in 2001 to $ 25.4 million for the year ended december 31 , 2002 .
the company has been successful reducing total operating and administration costs ; however , reduced construction and development activities have resulted in a greater amount of overhead being charged to general and administrative expense instead of being capitalized into development projects or charged to service operations .
other income and expenses gain on sale of land and depreciable property dispositions , net of impairment adjustment , is comprised of the following amounts in 2002 and 2001 : gain on sales of depreciable properties represent sales of previously held for investment rental properties .
beginning in 2000 and continuing into 2001 , the company pursued favorable opportunities to dispose of real estate assets that no longer met long-term investment objectives .
in 2002 , the company significantly reduced this property sales program until the business climate improves and provides better investment opportunities for the sale proceeds .
gain on land sales represents sales of undeveloped land owned by the company .
the company pursues opportunities to dispose of land in markets with a high concentration of undeveloped land and those markets where the land no longer meets strategic development plans of the company .
the company recorded a $ 9.4 million adjustment in 2002 associated with six properties determined to have an impairment of book value .
the company has analyzed each of its in-service properties and has determined that there are no additional valuation adjustments that need to be made as of december 31 , 2002 .
the company recorded an adjustment of $ 4.8 million in 2001 for one property that the company had contracted to sell for a price less than its book value .
other revenue for the year ended december 31 , 2002 , includes $ 1.4 million of gain related to an interest rate swap that did not qualify for hedge accounting. .
| 2002 | 2001
--------------------------------------- | -------------- | --------------
gain on sales of depreciable properties | $ 4491 | $ 45428
gain on land sales | 4478 | 5080
impairment adjustment | -9379 ( 9379 ) | -4800 ( 4800 )
total | $ -410 ( 410 ) | $ 45708 |
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dd4ba4792 | allowance for doubtful accounts is as follows: .
| 2010 | 2009 | 2008
---------------------------- | ---------- | ---------- | ----------
balance at beginning of year | $ 160 | $ 133 | $ 86
provision | 38 | 54 | 65
amounts written off | -13 ( 13 ) | -27 ( 27 ) | -18 ( 18 )
balance at end of year | $ 185 | $ 160 | $ 133
discontinued operations during the fourth quarter of 2009 , schlumberger recorded a net $ 22 million charge related to the resolution of a customs assessment pertaining to its former offshore contract drilling business , as well as the resolution of certain contingencies associated with other previously disposed of businesses .
this amount is included in income ( loss ) from discontinued operations in the consolidated statement of income .
during the first quarter of 2008 , schlumberger recorded a gain of $ 38 million related to the resolution of a contingency associated with a previously disposed of business .
this gain is included in income ( loss ) from discon- tinued operations in the consolidated statement of income .
part ii , item 8 |
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dd4ba9a94 | zimmer biomet holdings , inc .
2015 form 10-k annual report through february 25 , 2016 , we repurchased approximately $ 415.0 million of shares of our common stock , which includes the $ 250.0 million of shares that we repurchased from certain selling stockholders on february 10 , 2016 .
in order to achieve operational synergies , we expect cash outlays related to our integration plans to be approximately $ 290.0 million in 2016 .
these cash outlays are necessary to achieve our integration goals of net annual pre-tax operating profit synergies of $ 350.0 million by the end of the third year post-closing date .
also as discussed in note 20 to our consolidated financial statements , as of december 31 , 2015 , a short-term liability of $ 50.0 million and long-term liability of $ 264.6 million related to durom cup product liability claims was recorded on our consolidated balance sheet .
we expect to continue paying these claims over the next few years .
we expect to be reimbursed a portion of these payments for product liability claims from insurance carriers .
as of december 31 , 2015 , we have received a portion of the insurance proceeds we estimate we will recover .
we have a long-term receivable of $ 95.3 million remaining for future expected reimbursements from our insurance carriers .
we also had a short-term liability of $ 33.4 million related to biomet metal-on-metal hip implant claims .
at december 31 , 2015 , we had ten tranches of senior notes outstanding as follows ( dollars in millions ) : principal interest rate maturity date .
principal | interest rate | maturity date
--------- | ------------------ | ----------------
$ 500.0 | 1.450% ( 1.450 % ) | april 1 2017
1150.0 | 2.000 | april 1 2018
500.0 | 4.625 | november 30 2019
1500.0 | 2.700 | april 1 2020
300.0 | 3.375 | november 30 2021
750.0 | 3.150 | april 1 2022
2000.0 | 3.550 | april 1 2025
500.0 | 4.250 | august 15 2035
500.0 | 5.750 | november 30 2039
1250.0 | 4.450 | august 15 2045
we issued $ 7.65 billion of senior notes in march 2015 ( the 201cmerger notes 201d ) , the proceeds of which were used to finance a portion of the cash consideration payable in the biomet merger , pay merger related fees and expenses and pay a portion of biomet 2019s funded debt .
on june 24 , 2015 , we also borrowed $ 3.0 billion on a u.s .
term loan ( 201cu.s .
term loan 201d ) to fund the biomet merger .
we may , at our option , redeem our senior notes , in whole or in part , at any time upon payment of the principal , any applicable make-whole premium , and accrued and unpaid interest to the date of redemption .
in addition , the merger notes and the 3.375% ( 3.375 % ) senior notes due 2021 may be redeemed at our option without any make-whole premium at specified dates ranging from one month to six months in advance of the scheduled maturity date .
we have a $ 4.35 billion credit agreement ( 201ccredit agreement 201d ) that contains : ( i ) a 5-year unsecured u.s .
term loan facility ( 201cu.s .
term loan facility 201d ) in the principal amount of $ 3.0 billion , and ( ii ) a 5-year unsecured multicurrency revolving facility ( 201cmulticurrency revolving facility 201d ) in the principal amount of $ 1.35 billion .
the multicurrency revolving facility will mature in may 2019 , with two one-year extensions available at our option .
borrowings under the multicurrency revolving facility may be used for general corporate purposes .
there were no borrowings outstanding under the multicurrency revolving facility as of december 31 , 2015 .
the u.s .
term loan facility will mature in june 2020 , with principal payments due beginning september 30 , 2015 , as follows : $ 75.0 million on a quarterly basis during the first three years , $ 112.5 million on a quarterly basis during the fourth year , and $ 412.5 million on a quarterly basis during the fifth year .
in 2015 , we paid $ 500.0 million in principal under the u.s .
term loan facility , resulting in $ 2.5 billion in outstanding borrowings as of december 31 , we and certain of our wholly owned foreign subsidiaries are the borrowers under the credit agreement .
borrowings under the credit agreement bear interest at floating rates based upon indices determined by the currency of the borrowings plus an applicable margin determined by reference to our senior unsecured long-term credit rating , or at an alternate base rate , or , in the case of borrowings under the multicurrency revolving facility only , at a fixed rate determined through a competitive bid process .
the credit agreement contains customary affirmative and negative covenants and events of default for an unsecured financing arrangement , including , among other things , limitations on consolidations , mergers and sales of assets .
financial covenants include a consolidated indebtedness to consolidated ebitda ratio of no greater than 5.0 to 1.0 through june 24 , 2016 and no greater than 4.5 to 1.0 thereafter .
if our credit rating falls below investment grade , additional restrictions would result , including restrictions on investments and payment of dividends .
we were in compliance with all covenants under the credit agreement as of december 31 , 2015 .
commitments under the credit agreement are subject to certain fees .
on the multicurrency revolving facility , we pay a facility fee at a rate determined by reference to our senior unsecured long-term credit rating .
we have a japan term loan agreement with one of the lenders under the credit agreement for 11.7 billion japanese yen that will mature on may 31 , 2018 .
borrowings under the japan term loan bear interest at a fixed rate of 0.61 percent per annum until maturity .
we also have other available uncommitted credit facilities totaling $ 35.8 million .
we place our cash and cash equivalents in highly-rated financial institutions and limit the amount of credit exposure to any one entity .
we invest only in high-quality financial instruments in accordance with our internal investment policy .
as of december 31 , 2015 , we had short-term and long-term investments in debt securities with a fair value of $ 273.1 million .
these investments are in debt securities of many different issuers and , therefore , we believe we have no significant concentration of risk with a single issuer .
all of these debt securities remain highly rated and we believe the risk of default by the issuers is low. |
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dd4bcc1f2 | operating expenses millions 2012 2011 2010 % ( % ) change 2012 v 2011 % ( % ) change 2011 v 2010 .
millions | 2012 | 2011 | 2010 | % ( % ) change 2012 v 2011 | % ( % ) change 2011 v 2010
-------------------------------- | ------- | ------- | ------- | --------------------------- | ---------------------------
compensation and benefits | $ 4685 | $ 4681 | $ 4314 | -% ( - % ) | 9% ( 9 % )
fuel | 3608 | 3581 | 2486 | 1 | 44
purchased services and materials | 2143 | 2005 | 1836 | 7 | 9
depreciation | 1760 | 1617 | 1487 | 9 | 9
equipment and other rents | 1197 | 1167 | 1142 | 3 | 2
other | 788 | 782 | 719 | 1 | 9
total | $ 14181 | $ 13833 | $ 11984 | 3% ( 3 % ) | 15% ( 15 % )
operating expenses increased $ 348 million in 2012 versus 2011 .
depreciation , wage and benefit inflation , higher fuel prices and volume- related trucking services purchased by our logistics subsidiaries , contributed to higher expenses during the year .
efficiency gains , volume related fuel savings ( 2% ( 2 % ) fewer gallons of fuel consumed ) and $ 38 million of weather related expenses in 2011 , which favorably affects the comparison , partially offset the cost increase .
operating expenses increased $ 1.8 billion in 2011 versus 2010 .
our fuel price per gallon rose 36% ( 36 % ) during 2011 , accounting for $ 922 million of the increase .
wage and benefit inflation , volume-related costs , depreciation , and property taxes also contributed to higher expenses .
expenses increased $ 20 million for costs related to the flooding in the midwest and $ 18 million due to the impact of severe heat and drought in the south , primarily texas .
cost savings from productivity improvements and better resource utilization partially offset these increases .
a $ 45 million one-time payment relating to a transaction with csx intermodal , inc ( csxi ) increased operating expenses during the first quarter of 2010 , which favorably affects the comparison of operating expenses in 2011 to those in 2010 .
compensation and benefits 2013 compensation and benefits include wages , payroll taxes , health and welfare costs , pension costs , other postretirement benefits , and incentive costs .
expenses in 2012 were essentially flat versus 2011 as operational improvements and cost reductions offset general wage and benefit inflation and higher pension and other postretirement benefits .
in addition , weather related costs increased these expenses in 2011 .
a combination of general wage and benefit inflation , volume-related expenses , higher training costs associated with new hires , additional crew costs due to speed restrictions caused by the midwest flooding and heat and drought in the south , and higher pension expense drove the increase during 2011 compared to 2010 .
fuel 2013 fuel includes locomotive fuel and gasoline for highway and non-highway vehicles and heavy equipment .
higher locomotive diesel fuel prices , which averaged $ 3.22 per gallon ( including taxes and transportation costs ) in 2012 , compared to $ 3.12 in 2011 , increased expenses by $ 105 million .
volume , as measured by gross ton-miles , decreased 2% ( 2 % ) in 2012 versus 2011 , driving expense down .
the fuel consumption rate was flat year-over-year .
higher locomotive diesel fuel prices , which averaged $ 3.12 ( including taxes and transportation costs ) in 2011 , compared to $ 2.29 per gallon in 2010 , increased expenses by $ 922 million .
in addition , higher gasoline prices for highway and non-highway vehicles also increased year-over-year .
volume , as measured by gross ton-miles , increased 5% ( 5 % ) in 2011 versus 2010 , driving expense up by $ 122 million .
purchased services and materials 2013 expense for purchased services and materials includes the costs of services purchased from outside contractors and other service providers ( including equipment 2012 operating expenses |
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dd4bd9096 | | 12/07 | 12/08 | 12/09 | 12/10 | 12/11 | 12/12
-------------------------------------------------- | ------ | ----- | ------ | ------ | ------ | ------
fidelity national information services inc . | 100.00 | 70.08 | 101.93 | 120.01 | 117.34 | 157.38
s&p 500 | 100.00 | 63.00 | 79.67 | 91.67 | 93.61 | 108.59
s&p supercap data processing & outsourced services | 100.00 | 68.26 | 99.41 | 97.33 | 118.68 | 151.90
s&p supercap data processing & outsourced 100.00 68.26 99.41 97.33 118.68 151.90 item 6 .
selected financial data .
the selected financial data set forth below constitutes historical financial data of fis and should be read in conjunction with item 7 , management 2019s discussion and analysis of financial condition and results of operations , and item 8 , financial statements and supplementary data , included elsewhere in this report .
on october 1 , 2009 , we completed the acquisition of metavante technologies , inc .
( "metavante" ) .
the results of operations and financial position of metavante are included in the consolidated financial statements since the date of acquisition .
on july 2 , 2008 , we completed the spin-off of lender processing services , inc. , which was a former wholly-owned subsidiary ( "lps" ) .
for accounting purposes , the results of lps are presented as discontinued operations .
accordingly , all prior periods have been restated to present the results of fis on a stand alone basis and include the results of lps up to july 2 , 2008 , as discontinued operations. |
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dd4970944 | part ii item 5 .
market for registrant 2019s common equity , related stockholder matters and issuer purchases of equity securities the following table presents reported quarterly high and low per share sale prices of our common stock on the new york stock exchange ( 201cnyse 201d ) for the years 2010 and 2009. .
2010 | high | low
-------------------------- | ------- | -------
quarter ended march 31 | $ 44.61 | $ 40.10
quarter ended june 30 | 45.33 | 38.86
quarter ended september 30 | 52.11 | 43.70
quarter ended december 31 | 53.14 | 49.61
2009 | high | low
quarter ended march 31 | $ 32.53 | $ 25.45
quarter ended june 30 | 34.52 | 27.93
quarter ended september 30 | 37.71 | 29.89
quarter ended december 31 | 43.84 | 35.03
on february 11 , 2011 , the closing price of our common stock was $ 56.73 per share as reported on the nyse .
as of february 11 , 2011 , we had 397612895 outstanding shares of common stock and 463 registered holders .
dividends we have not historically paid a dividend on our common stock .
payment of dividends in the future , when , as and if authorized by our board of directors , would depend upon many factors , including our earnings and financial condition , restrictions under applicable law and our current and future loan agreements , our debt service requirements , our capital expenditure requirements and other factors that our board of directors may deem relevant from time to time , including the potential determination to elect reit status .
in addition , the loan agreement for our revolving credit facility and term loan contain covenants that generally restrict our ability to pay dividends unless certain financial covenants are satisfied .
for more information about the restrictions under the loan agreement for the revolving credit facility and term loan , our notes indentures and the loan agreement related to our securitization , see item 7 of this annual report under the caption 201cmanagement 2019s discussion and analysis of financial condition and results of operations 2014liquidity and capital resources 2014factors affecting sources of liquidity 201d and note 6 to our consolidated financial statements included in this annual report. |
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dd496fc06 | stockholder return performance graphs the following graph compares the cumulative 5-year total stockholder return on our common stock relative to the cumulative total return of the nasdaq composite index and the s&p 400 information technology index .
the graph assumes that the value of the investment in our common stock and in each index ( including reinvestment of dividends ) was $ 100 on december 29 , 2007 and tracks it through december 29 , 2012 .
comparison of 5 year cumulative total return* among cadence design systems , inc. , the nasdaq composite index , and s&p 400 information technology cadence design systems , inc .
nasdaq composite s&p 400 information technology 12/29/1212/31/111/1/111/2/101/3/0912/29/07 *$ 100 invested on 12/29/07 in stock or 12/31/07 in index , including reinvestment of dividends .
indexes calculated on month-end basis .
copyright a9 2013 s&p , a division of the mcgraw-hill companies inc .
all rights reserved. .
| 12/29/2007 | 1/3/2009 | 1/2/2010 | 1/1/2011 | 12/31/2011 | 12/29/2012
------------------------------ | ---------- | -------- | -------- | -------- | ---------- | ----------
cadence design systems inc . | 100.00 | 22.55 | 35.17 | 48.50 | 61.07 | 78.92
nasdaq composite | 100.00 | 59.03 | 82.25 | 97.32 | 98.63 | 110.78
s&p 400 information technology | 100.00 | 54.60 | 82.76 | 108.11 | 95.48 | 109.88
the stock price performance included in this graph is not necessarily indicative of future stock price performance |
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dd4bc9bbe | other expense , net , decreased $ 6.2 million , or 50.0% ( 50.0 % ) , for the year ended december 31 , 2004 compared to the year ended december 31 , 2003 .
the decrease was primarily due to a reduction in charges on disposal and transfer costs of fixed assets and facility closure costs of $ 3.3 million , reduced legal charges of $ 1.5 million , and a reduction in expenses of $ 1.4 million consisting of individually insignificant items .
interest expense and income taxes interest expense decreased in 2004 by $ 92.2 million , or 75.7% ( 75.7 % ) , from 2003 .
this decrease included $ 73.3 million of expenses related to the company 2019s debt refinancing , which was completed in july 2003 .
the $ 73.3 million of expenses consisted of $ 55.9 million paid in premiums for the tender of the 95 20448% ( 20448 % ) senior subordinated notes , and a $ 17.4 million non-cash charge for the write-off of deferred financing fees related to the 95 20448% ( 20448 % ) notes and pca 2019s original revolving credit facility .
excluding the $ 73.3 million charge , interest expense was $ 18.9 million lower than in 2003 as a result of lower interest rates attributable to the company 2019s july 2003 refinancing and lower debt levels .
pca 2019s effective tax rate was 38.0% ( 38.0 % ) for the year ended december 31 , 2004 and 42.3% ( 42.3 % ) for the year ended december 31 , 2003 .
the higher tax rate in 2003 is due to stable permanent items over lower book income ( loss ) .
for both years 2004 and 2003 tax rates are higher than the federal statutory rate of 35.0% ( 35.0 % ) due to state income taxes .
year ended december 31 , 2003 compared to year ended december 31 , 2002 the historical results of operations of pca for the years ended december 31 , 2003 and 2002 are set forth below : for the year ended december 31 , ( in millions ) 2003 2002 change .
( in millions ) | 2003 | 2002 | change
-------------------------------------- | ---------------- | -------------- | ----------------
net sales | $ 1735.5 | $ 1735.9 | $ -0.4 ( 0.4 )
income before interest and taxes | $ 96.9 | $ 145.3 | $ -48.4 ( 48.4 )
interest expense net | -121.8 ( 121.8 ) | -67.7 ( 67.7 ) | -54.1 ( 54.1 )
income ( loss ) before taxes | -24.9 ( 24.9 ) | 77.6 | -102.5 ( 102.5 )
( provision ) benefit for income taxes | 10.5 | -29.4 ( 29.4 ) | 39.9
net income ( loss ) | $ -14.4 ( 14.4 ) | $ 48.2 | $ -62.6 ( 62.6 )
net sales net sales decreased by $ 0.4 million , or 0.0% ( 0.0 % ) , for the year ended december 31 , 2003 from the year ended december 31 , 2002 .
net sales increased due to improved sales volumes compared to 2002 , however , this increase was entirely offset by lower sales prices .
total corrugated products volume sold increased 2.1% ( 2.1 % ) to 28.1 billion square feet in 2003 compared to 27.5 billion square feet in 2002 .
on a comparable shipment-per-workday basis , corrugated products sales volume increased 1.7% ( 1.7 % ) in 2003 from 2002 .
shipments-per-workday is calculated by dividing our total corrugated products volume during the year by the number of workdays within the year .
the lower percentage increase was due to the fact that 2003 had one more workday ( 252 days ) , those days not falling on a weekend or holiday , than 2002 ( 251 days ) .
containerboard sales volume to external domestic and export customers decreased 6.7% ( 6.7 % ) to 445000 tons for the year ended december 31 , 2003 from 477000 tons in the comparable period of 2002 .
income before interest and taxes income before interest and taxes decreased by $ 48.4 million , or 33.3% ( 33.3 % ) , for the year ended december 31 , 2003 compared to 2002 .
included in income before interest and taxes for the twelve months |
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dd4bd3894 | valuation techniques 2013 cash equivalents are mostly comprised of short-term money-market instruments and are valued at cost , which approximates fair value .
u.s .
equity securities and international equity securities categorized as level 1 are traded on active national and international exchanges and are valued at their closing prices on the last trading day of the year .
for u.s .
equity securities and international equity securities not traded on an active exchange , or if the closing price is not available , the trustee obtains indicative quotes from a pricing vendor , broker or investment manager .
these securities are categorized as level 2 if the custodian obtains corroborated quotes from a pricing vendor or categorized as level 3 if the custodian obtains uncorroborated quotes from a broker or investment manager .
commingled equity funds categorized as level 1 are traded on active national and international exchanges and are valued at their closing prices on the last trading day of the year .
for commingled equity funds not traded on an active exchange , or if the closing price is not available , the trustee obtains indicative quotes from a pricing vendor , broker or investment manager .
these securities are categorized as level 2 if the custodian obtains corroborated quotes from a pricing vendor .
fixed income investments categorized as level 2 are valued by the trustee using pricing models that use verifiable observable market data ( e.g. , interest rates and yield curves observable at commonly quoted intervals and credit spreads ) , bids provided by brokers or dealers or quoted prices of securities with similar characteristics .
fixed income investments are categorized as level 3 when valuations using observable inputs are unavailable .
the trustee typically obtains pricing based on indicative quotes or bid evaluations from vendors , brokers or the investment manager .
in addition , certain other fixed income investments categorized as level 3 are valued using a discounted cash flow approach .
significant inputs include projected annuity payments and the discount rate applied to those payments .
certain commingled equity funds , consisting of equity mutual funds , are valued using the nav .
the nav valuations are based on the underlying investments and typically redeemable within 90 days .
private equity funds consist of partnership and co-investment funds .
the nav is based on valuation models of the underlying securities , which includes unobservable inputs that cannot be corroborated using verifiable observable market data .
these funds typically have redemption periods between eight and 12 years .
real estate funds consist of partnerships , most of which are closed-end funds , for which the nav is based on valuation models and periodic appraisals .
these funds typically have redemption periods between eight and 10 years .
hedge funds consist of direct hedge funds for which the nav is generally based on the valuation of the underlying investments .
redemptions in hedge funds are based on the specific terms of each fund , and generally range from a minimum of one month to several months .
contributions and expected benefit payments the funding of our qualified defined benefit pension plans is determined in accordance with erisa , as amended by the ppa , and in a manner consistent with cas and internal revenue code rules .
we made contributions of $ 5.0 billion to our qualified defined benefit pension plans in 2018 , including required and discretionary contributions .
as a result of these contributions , we do not expect to make contributions to our qualified defined benefit pension plans in 2019 .
the following table presents estimated future benefit payments , which reflect expected future employee service , as of december 31 , 2018 ( in millions ) : .
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 2013 2028
---------------------------------------- | ------ | ------ | ------ | ------ | ------ | --------------
qualified defined benefit pension plans | $ 2350 | $ 2390 | $ 2470 | $ 2550 | $ 2610 | $ 13670
retiree medical and life insurance plans | 170 | 180 | 180 | 180 | 170 | 810
defined contribution plans we maintain a number of defined contribution plans , most with 401 ( k ) features , that cover substantially all of our employees .
under the provisions of our 401 ( k ) plans , we match most employees 2019 eligible contributions at rates specified in the plan documents .
our contributions were $ 658 million in 2018 , $ 613 million in 2017 and $ 617 million in 2016 , the majority of which were funded using our common stock .
our defined contribution plans held approximately 33.3 million and 35.5 million shares of our common stock as of december 31 , 2018 and 2017. |
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dd4b8e2a8 | consumer foods net sales increased $ 303 million , or 5% ( 5 % ) , for the year to $ 6.8 billion .
results reflect an increase of three percentage points from improved net pricing and product mix and two percentage points of improvement from higher volumes .
net pricing and volume improvements were achieved in many of the company 2019s priority investment and enabler brands .
the impact of product recalls partially offset these improvements .
the company implemented significant price increases for many consumer foods products during the fourth quarter of fiscal 2008 .
continued net sales improvements are expected into fiscal 2009 when the company expects to receive the benefit of these pricing actions for full fiscal periods .
sales of some of the company 2019s most significant brands , including chef boyardee ae , david ae , egg beaters ae , healthy choice ae , hebrew national ae , hunt 2019s ae , marie callender 2019s ae , manwich ae , orville redenbacher 2019s ae , pam ae , ro*tel ae , rosarita ae , snack pack ae , swiss miss ae , wesson ae , and wolf ae grew in fiscal 2008 .
sales of act ii ae , andy capp ae , banquet ae , crunch 2018n munch ae , kid cuisine ae , parkay ae , pemmican ae , reddi-wip ae , and slim jim ae declined in fiscal 2008 .
net sales in the consumer foods segment are not comparable across periods due to a variety of factors .
the company initiated a peanut butter recall in the third quarter of fiscal 2007 and reintroduced peter pan ae peanut butter products in august 2007 .
sales of all peanut butter products , including both branded and private label , in fiscal 2008 were $ 14 million lower than comparable amounts in fiscal 2007 .
consumer foods net sales were also adversely impacted by the recall of banquet ae and private label pot pies in the second quarter of fiscal 2008 .
net sales of pot pies were lower by approximately $ 22 million in fiscal 2008 , relative to fiscal 2007 , primarily due to product returns and lost sales of banquet ae and private label pot pies .
sales from alexia foods and lincoln snacks , businesses acquired in fiscal 2008 , totaled $ 66 million in fiscal 2008 .
the company divested a refrigerated pizza business during the first half of fiscal 2007 .
sales from this business were $ 17 million in fiscal food and ingredients net sales were $ 4.1 billion in fiscal 2008 , an increase of $ 706 million , or 21% ( 21 % ) .
increased sales are reflective of higher sales prices in the company 2019s milling operations due to higher grain prices , and price and volume increases in the company 2019s potato and dehydrated vegetable operations .
the fiscal 2007 divestiture of an oat milling operation resulted in a reduction of sales of $ 27 million for fiscal 2008 , partially offset by increased sales of $ 18 million from the acquisition of watts brothers in february 2008 .
international foods net sales increased $ 65 million to $ 678 million .
the strengthening of foreign currencies relative to the u.s .
dollar accounted for approximately $ 36 million of this increase .
the segment achieved a 5% ( 5 % ) increase in sales volume in fiscal 2008 , primarily reflecting increased unit sales in canada and mexico , and modest increases in net pricing .
gross profit ( net sales less cost of goods sold ) ( $ in millions ) reporting segment fiscal 2008 gross profit fiscal 2007 gross profit % ( % ) increase/ ( decrease ) .
reporting segment | fiscal 2008 gross profit | fiscal 2007 gross profit | % ( % ) increase/ ( decrease )
-------------------- | ------------------------ | ------------------------ | -------------------------------
consumer foods | $ 1802 | $ 1923 | ( 6 ) % ( % )
food and ingredients | 724 | 590 | 23% ( 23 % )
international foods | 190 | 180 | 6% ( 6 % )
total | $ 2716 | $ 2693 | 1% ( 1 % )
the company 2019s gross profit for fiscal 2008 was $ 2.7 billion , an increase of $ 23 million , or 1% ( 1 % ) , over the prior year .
the increase in gross profit was largely driven by results in the food and ingredients segment , reflecting higher margins in the company 2019s milling and specialty potato operations , largely offset by reduced gross profits in the consumer foods segment .
costs of implementing the company 2019s restructuring plans reduced gross profit by $ 4 million and $ 46 million in fiscal 2008 and fiscal 2007 , respectively. |
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dd4bc1842 | entergy corporation and subsidiaries management 2019s financial discussion and analysis palisades plants and related assets to their fair values .
see note 14 to the financial statements for further discussion of the impairment and related charges .
as a result of the entergy louisiana and entergy gulf states louisiana business combination , results of operations for 2015 also include two items that occurred in october 2015 : 1 ) a deferred tax asset and resulting net increase in tax basis of approximately $ 334 million and 2 ) a regulatory liability of $ 107 million ( $ 66 million net-of-tax ) as a result of customer credits to be realized by electric customers of entergy louisiana , consistent with the terms of the stipulated settlement in the business combination proceeding .
see note 2 to the financial statements for further discussion of the business combination and customer credits .
results of operations for 2015 also include the sale in december 2015 of the 583 mw rhode island state energy center for a realized gain of $ 154 million ( $ 100 million net-of-tax ) on the sale and the $ 77 million ( $ 47 million net-of-tax ) write-off and regulatory charges to recognize that a portion of the assets associated with the waterford 3 replacement steam generator project is no longer probable of recovery .
see note 14 to the financial statements for further discussion of the rhode island state energy center sale .
see note 2 to the financial statements for further discussion of the waterford 3 write-off .
net revenue utility following is an analysis of the change in net revenue comparing 2016 to 2015 .
amount ( in millions ) .
| amount ( in millions )
----------------------------------------------- | ----------------------
2015 net revenue | $ 5829
retail electric price | 289
louisiana business combination customer credits | 107
volume/weather | 14
louisiana act 55 financing savings obligation | -17 ( 17 )
other | -43 ( 43 )
2016 net revenue | $ 6179
the retail electric price variance is primarily due to : 2022 an increase in base rates at entergy arkansas , as approved by the apsc .
the new rates were effective february 24 , 2016 and began billing with the first billing cycle of april 2016 .
the increase includes an interim base rate adjustment surcharge , effective with the first billing cycle of april 2016 , to recover the incremental revenue requirement for the period february 24 , 2016 through march 31 , 2016 .
a significant portion of the increase is related to the purchase of power block 2 of the union power station ; 2022 an increase in the purchased power and capacity acquisition cost recovery rider for entergy new orleans , as approved by the city council , effective with the first billing cycle of march 2016 , primarily related to the purchase of power block 1 of the union power station ; 2022 an increase in formula rate plan revenues for entergy louisiana , implemented with the first billing cycle of march 2016 , to collect the estimated first-year revenue requirement related to the purchase of power blocks 3 and 4 of the union power station ; and 2022 an increase in revenues at entergy mississippi , as approved by the mpsc , effective with the first billing cycle of july 2016 , and an increase in revenues collected through the storm damage rider .
see note 2 to the financial statements for further discussion of the rate proceedings .
see note 14 to the financial statements for discussion of the union power station purchase .
the louisiana business combination customer credits variance is due to a regulatory liability of $ 107 million recorded by entergy in october 2015 as a result of the entergy gulf states louisiana and entergy louisiana business |
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dd4bacda2 | table of contents part ii , item 8 schlumberger limited ( schlumberger n.v. , incorporated in the netherlands antilles ) and subsidiary companies shares of common stock issued treasury shares outstanding .
| issued | in treasury | shares outstanding
---------------------------- | --------- | ---------------------- | ------------------
balance january 1 2001 | 667085793 | -94361099 ( 94361099 ) | 572724694
employee stock purchase plan | 2013 | 1752833 | 1752833
shares granted to directors | 2013 | 4800 | 4800
shares sold to optionees | 8385 | 1399686 | 1408071
balance december 31 2001 | 667094178 | -91203780 ( 91203780 ) | 575890398
employee stock purchase plan | 2013 | 2677842 | 2677842
shares granted to directors | 2013 | 3500 | 3500
shares sold to optionees | 10490 | 2243400 | 2253890
acquisition of technoguide | 2013 | 1347485 | 1347485
balance december 31 2002 | 667104668 | -84931553 ( 84931553 ) | 582173115
employee stock purchase plan | 2013 | 2464088 | 2464088
shares granted to directors | 2013 | 3500 | 3500
shares sold to optionees | 1320 | 1306305 | 1307625
balance december 31 2003 | 667105988 | -81157660 ( 81157660 ) | 585948328
see the notes to consolidated financial statements 39 / slb 2003 form 10-k |
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dd4b8bf1c | management 2019s discussion and analysis of financial condition and results of operations ( continued ) detail with respect to our investment portfolio as of december 31 , 2014 and 2013 is provided in note 3 to the consolidated financial statements included under item 8 of this form 10-k .
loans and leases averaged $ 15.91 billion for the year ended 2014 , up from $ 13.78 billion in 2013 .
the increase was mainly related to mutual fund lending and our continued investment in senior secured bank loans .
mutual fund lending and senior secured bank loans averaged approximately $ 9.12 billion and $ 1.40 billion , respectively , for the year ended december 31 , 2014 compared to $ 8.16 billion and $ 170 million for the year ended december 31 , 2013 , respectively .
average loans and leases also include short- duration advances .
table 13 : u.s .
and non-u.s .
short-duration advances years ended december 31 .
( in millions ) | 2014 | 2013 | 2012
---------------------------------------------------------- | ------------ | ------------ | ------------
average u.s . short-duration advances | $ 2355 | $ 2356 | $ 1972
average non-u.s . short-duration advances | 1512 | 1393 | 1393
average total short-duration advances | $ 3867 | $ 3749 | $ 3365
average short-durance advances to average loans and leases | 24% ( 24 % ) | 27% ( 27 % ) | 29% ( 29 % )
average u.s .
short-duration advances $ 2355 $ 2356 $ 1972 average non-u.s .
short-duration advances 1512 1393 1393 average total short-duration advances $ 3867 $ 3749 $ 3365 average short-durance advances to average loans and leases 24% ( 24 % ) 27% ( 27 % ) 29% ( 29 % ) the decline in proportion of the average daily short-duration advances to average loans and leases is primarily due to growth in the other segments of the loan and lease portfolio .
short-duration advances provide liquidity to clients in support of their investment activities .
although average short-duration advances for the year ended december 31 , 2014 increased compared to the year ended december 31 , 2013 , such average advances remained low relative to historical levels , mainly the result of clients continuing to hold higher levels of liquidity .
average other interest-earning assets increased to $ 15.94 billion for the year ended december 31 , 2014 from $ 11.16 billion for the year ended december 31 , 2013 .
the increased levels were primarily the result of higher levels of cash collateral provided in connection with our enhanced custody business .
aggregate average interest-bearing deposits increased to $ 130.30 billion for the year ended december 31 , 2014 from $ 109.25 billion for year ended 2013 .
the higher levels were primarily the result of increases in both u.s .
and non-u.s .
transaction accounts and time deposits .
future transaction account levels will be influenced by the underlying asset servicing business , as well as market conditions , including the general levels of u.s .
and non-u.s .
interest rates .
average other short-term borrowings increased to $ 4.18 billion for the year ended december 31 , 2014 from $ 3.79 billion for the year ended 2013 .
the increase was the result of a higher level of client demand for our commercial paper .
the decline in rates paid from 1.6% ( 1.6 % ) in 2013 to 0.1% ( 0.1 % ) in 2014 resulted from a reclassification of certain derivative contracts that hedge our interest-rate risk on certain assets and liabilities , which reduced interest revenue and interest expense .
average long-term debt increased to $ 9.31 billion for the year ended december 31 , 2014 from $ 8.42 billion for the year ended december 31 , 2013 .
the increase primarily reflected the issuance of $ 1.5 billion of senior and subordinated debt in may 2013 , $ 1.0 billion of senior debt issued in november 2013 , and $ 1.0 billion of senior debt issued in december 2014 .
this is partially offset by the maturities of $ 500 million of senior debt in may 2014 and $ 250 million of senior debt in march 2014 .
average other interest-bearing liabilities increased to $ 7.35 billion for the year ended december 31 , 2014 from $ 6.46 billion for the year ended december 31 , 2013 , primarily the result of higher levels of cash collateral received from clients in connection with our enhanced custody business .
several factors could affect future levels of our net interest revenue and margin , including the mix of client liabilities ; actions of various central banks ; changes in u.s .
and non-u.s .
interest rates ; changes in the various yield curves around the world ; revised or proposed regulatory capital or liquidity standards , or interpretations of those standards ; the amount of discount accretion generated by the former conduit securities that remain in our investment securities portfolio ; and the yields earned on securities purchased compared to the yields earned on securities sold or matured .
based on market conditions and other factors , we continue to reinvest the majority of the proceeds from pay-downs and maturities of investment securities in highly-rated securities , such as u.s .
treasury and agency securities , municipal securities , federal agency mortgage-backed securities and u.s .
and non-u.s .
mortgage- and asset-backed securities .
the pace at which we continue to reinvest and the types of investment securities purchased will depend on the impact of market conditions and other factors over time .
we expect these factors and the levels of global interest rates to influence what effect our reinvestment program will have on future levels of our net interest revenue and net interest margin. |
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dd4b8a270 | note 9 .
retirement plan we maintain a defined contribution pension plan covering full-time shoreside employees who have completed the minimum period of continuous service .
annual contributions to the plan are based on fixed percentages of participants 2019 salaries and years of service , not to exceed certain maximums .
pension cost was $ 13.9 million , $ 12.8 million and $ 12.2 million for the years ended december 31 , 2006 , 2005 and 2004 , respectively .
note 10 .
income taxes we and the majority of our subsidiaries are currently exempt from united states corporate tax on income from the international opera- tion of ships pursuant to section 883 of the internal revenue code .
income tax expense related to our remaining subsidiaries was not significant for the years ended december 31 , 2006 , 2005 and 2004 .
final regulations under section 883 were published on august 26 , 2003 , and were effective for the year ended december 31 , 2005 .
these regulations confirmed that we qualify for the exemption provid- ed by section 883 , but also narrowed the scope of activities which are considered by the internal revenue service to be incidental to the international operation of ships .
the activities listed in the regula- tions as not being incidental to the international operation of ships include income from the sale of air and other transportation such as transfers , shore excursions and pre and post cruise tours .
to the extent the income from such activities is earned from sources within the united states , such income will be subject to united states taxa- tion .
the application of these new regulations reduced our net income for the years ended december 31 , 2006 and december 31 , 2005 by approximately $ 6.3 million and $ 14.0 million , respectively .
note 11 .
financial instruments the estimated fair values of our financial instruments are as follows ( in thousands ) : .
| 2006 | 2005
------------------------------------------------------------------ | -------------------- | --------------------
cash and cash equivalents | $ 104520 | $ 125385
long-term debt ( including current portion of long-term debt ) | -5474988 ( 5474988 ) | -4368874 ( 4368874 )
foreign currency forward contracts in a net ( loss ) gain position | 104159 | -115415 ( 115415 )
interest rate swap agreements in a net receivable position | 5856 | 8456
fuel swap agreements in a net payable position | -20456 ( 20456 ) | -78 ( 78 )
long-term debt ( including current portion of long-term debt ) ( 5474988 ) ( 4368874 ) foreign currency forward contracts in a net ( loss ) gain position 104159 ( 115415 ) interest rate swap agreements in a net receivable position 5856 8456 fuel swap agreements in a net payable position ( 20456 ) ( 78 ) the reported fair values are based on a variety of factors and assumptions .
accordingly , the fair values may not represent actual values of the financial instruments that could have been realized as of december 31 , 2006 or 2005 , or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement .
our financial instruments are not held for trading or speculative purposes .
our exposure under foreign currency contracts , interest rate and fuel swap agreements is limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts , all of which are currently our lending banks .
to minimize this risk , we select counterparties with credit risks acceptable to us and we limit our exposure to an individual counterparty .
furthermore , all foreign currency forward contracts are denominated in primary currencies .
cash and cash equivalents the carrying amounts of cash and cash equivalents approximate their fair values due to the short maturity of these instruments .
long-term debt the fair values of our senior notes and senior debentures were esti- mated by obtaining quoted market prices .
the fair values of all other debt were estimated using discounted cash flow analyses based on market rates available to us for similar debt with the same remaining maturities .
foreign currency contracts the fair values of our foreign currency forward contracts were esti- mated using current market prices for similar instruments .
our expo- sure to market risk for fluctuations in foreign currency exchange rates relates to six ship construction contracts and forecasted transactions .
we use foreign currency forward contracts to mitigate the impact of fluctuations in foreign currency exchange rates .
as of december 31 , 2006 , we had foreign currency forward contracts in a notional amount of $ 3.8 billion maturing through 2009 .
as of december 31 , 2006 , the fair value of our foreign currency forward contracts related to the six ship construction contracts , which are designated as fair value hedges , was a net unrealized gain of approximately $ 106.3 mil- lion .
at december 31 , 2005 , the fair value of our foreign currency for- ward contracts related to three ship construction contracts , designated as fair value hedges , was a net unrealized loss of approx- imately $ 103.4 million .
the fair value of our foreign currency forward contracts related to the other ship construction contract at december 31 , 2005 , which was designated as a cash flow hedge , was an unre- alized loss , of approximately $ 7.8 million .
at december 31 , 2006 , approximately 11% ( 11 % ) of the aggregate cost of the ships was exposed to fluctuations in the euro exchange rate .
r o y a l c a r i b b e a n c r u i s e s l t d .
3 5 notes to the consolidated financial statements ( continued ) 51392_financials-v9.qxp 6/7/07 3:40 pm page 35 |
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dd4b8a9b4 | leveraged performance units during the year ended may 31 , 2015 , certain executives were granted performance units that we refer to as 201cleveraged performance units , 201d or 201clpus . 201d lpus contain a market condition based on our relative stock price growth over a three-year performance period .
the lpus contain a minimum threshold performance which , if not met , would result in no payout .
the lpus also contain a maximum award opportunity set as a fixed dollar and fixed number of shares .
after the three-year performance period , which concluded in october 2017 , one-third of the earned units converted to unrestricted common stock .
the remaining two-thirds converted to restricted stock that will vest in equal installments on each of the first two anniversaries of the conversion date .
we recognize share-based compensation expense based on the grant date fair value of the lpus , as determined by use of a monte carlo model , on a straight-line basis over the requisite service period for each separately vesting portion of the lpu award .
the following table summarizes the changes in unvested restricted stock and performance awards for the year ended december 31 , 2017 , the 2016 fiscal transition period and for the years ended may 31 , 2016 and 2015 : shares weighted-average grant-date fair value ( in thousands ) .
| shares ( in thousands ) | weighted-averagegrant-datefair value
---------------------------- | ----------------------- | ------------------------------------
unvested at may 31 2014 | 1754 | $ 22.72
granted | 954 | 36.21
vested | -648 ( 648 ) | 23.17
forfeited | -212 ( 212 ) | 27.03
unvested at may 31 2015 | 1848 | 28.97
granted | 461 | 57.04
vested | -633 ( 633 ) | 27.55
forfeited | -70 ( 70 ) | 34.69
unvested at may 31 2016 | 1606 | 37.25
granted | 348 | 74.26
vested | -639 ( 639 ) | 31.38
forfeited | -52 ( 52 ) | 45.27
unvested at december 31 2016 | 1263 | 49.55
granted | 899 | 79.79
vested | -858 ( 858 ) | 39.26
forfeited | -78 ( 78 ) | 59.56
unvested at december 31 2017 | 1226 | $ 78.29
the total fair value of restricted stock and performance awards vested was $ 33.7 million for the year ended december 31 , 2017 , $ 20.0 million for the 2016 fiscal transition period and $ 17.4 million and $ 15.0 million , respectively , for the years ended may 31 , 2016 and 2015 .
for restricted stock and performance awards , we recognized compensation expense of $ 35.2 million for the year ended december 31 , 2017 , $ 17.2 million for the 2016 fiscal transition period and $ 28.8 million and $ 19.8 million , respectively , for the years ended may 31 , 2016 and 2015 .
as of december 31 , 2017 , there was $ 46.1 million of unrecognized compensation expense related to unvested restricted stock and performance awards that we expect to recognize over a weighted-average period of 1.8 years .
our restricted stock and performance award plans provide for accelerated vesting under certain conditions .
stock options stock options are granted with an exercise price equal to 100% ( 100 % ) of fair market value of our common stock on the date of grant and have a term of ten years .
stock options granted before the year ended may 31 , 2015 vest in equal installments on each of the first four anniversaries of the grant date .
stock options granted during the year ended may 31 , 2015 and thereafter vest in equal installments on each of the first three anniversaries of the grant date .
our stock option plans provide for accelerated vesting under certain conditions .
global payments inc .
| 2017 form 10-k annual report 2013 91 |
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dd4bbb17c | entergy louisiana , llc management's financial discussion and analysis 2007 compared to 2006 net revenue consists of operating revenues net of : 1 ) fuel , fuel-related expenses , and gas purchased for resale , 2 ) purchased power expenses , and 3 ) other regulatory charges ( credits ) .
following is an analysis of the change in net revenue comparing 2007 to 2006 .
amount ( in millions ) .
| amount ( in millions )
------------------------ | ----------------------
2006 net revenue | $ 942.1
base revenues | 78.4
volume/weather | 37.5
transmission revenue | 9.2
purchased power capacity | -80.0 ( 80.0 )
other | 3.9
2007 net revenue | $ 991.1
the base revenues variance is primarily due to increases effective september 2006 for the 2005 formula rate plan filing to recover lpsc-approved incremental deferred and ongoing capacity costs .
see "state and local rate regulation" below and note 2 to the financial statements for a discussion of the formula rate plan filing .
the volume/weather variance is due to increased electricity usage , including electricity sales during the unbilled service period .
billed retail electricity usage increased a total of 666 gwh in all sectors compared to 2006 .
see "critical accounting estimates" below and note 1 to the financial statements for further discussion of the accounting for unbilled revenues .
the transmission revenue variance is primarily due to higher rates .
the purchased power capacity variance is primarily due to higher purchased power capacity charges and the amortization of capacity charges effective september 2006 as a result of the formula rate plan filing in may 2006 .
a portion of the purchased power capacity costs is offset in base revenues due to a base rate increase implemented to recover incremental deferred and ongoing purchased power capacity charges , as mentioned above .
see "state and local rate regulation" below and note 2 to the financial statements for a discussion of the formula rate plan filing .
gross operating revenues , fuel , purchased power expenses , and other regulatory charges ( credits ) gross operating revenues increased primarily due to : an increase of $ 143.1 million in fuel cost recovery revenues due to higher fuel rates and usage ; an increase of $ 78.4 million in base revenues , as discussed above ; and an increase of $ 37.5 million related to volume/weather , as discussed above .
fuel and purchased power expenses increased primarily due to an increase in net area demand and an increase in deferred fuel expense as a result of higher fuel rates , as discussed above .
other regulatory credits decreased primarily due to the deferral of capacity charges in 2006 in addition to the amortization of these capacity charges in 2007 as a result of the may 2006 formula rate plan filing ( for the 2005 test year ) with the lpsc to recover such costs through base rates effective september 2006 .
see note 2 to the financial statements for a discussion of the formula rate plan and storm cost recovery filings with the lpsc. |
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dd4b9e7a2 | westrock company notes to consolidated financial statements 2014 ( continued ) note 20 .
stockholders 2019 equity capitalization our capital stock consists solely of common stock .
holders of our common stock are entitled to one vote per share .
our amended and restated certificate of incorporation also authorizes preferred stock , of which no shares have been issued .
the terms and provisions of such shares will be determined by our board of directors upon any issuance of such shares in accordance with our certificate of incorporation .
stock repurchase plan in july 2015 , our board of directors authorized a repurchase program of up to 40.0 million shares of our common stock , representing approximately 15% ( 15 % ) of our outstanding common stock as of july 1 , 2015 .
the shares of our common stock may be repurchased over an indefinite period of time at the discretion of management .
in fiscal 2019 , we repurchased approximately 2.1 million shares of our common stock for an aggregate cost of $ 88.6 million .
in fiscal 2018 , we repurchased approximately 3.4 million shares of our common stock for an aggregate cost of $ 195.1 million .
in fiscal 2017 , we repurchased approximately 1.8 million shares of our common stock for an aggregate cost of $ 93.0 million .
as of september 30 , 2019 , we had remaining authorization under the repurchase program authorized in july 2015 to purchase approximately 19.1 million shares of our common stock .
note 21 .
share-based compensation share-based compensation plans at our annual meeting of stockholders held on february 2 , 2016 , our stockholders approved the westrock company 2016 incentive stock plan .
the 2016 incentive stock plan was amended and restated on february 2 , 2018 ( the 201camended and restated 2016 incentive stock plan 201d ) .
the amended and restated 2016 incentive stock plan allows for the granting of options , restricted stock , sars and restricted stock units to certain key employees and directors .
the table below shows the approximate number of shares : available for issuance , available for future grant , to be issued if restricted awards granted with a performance condition recorded at target achieve the maximum award , and if new grants pursuant to the plan are expected to be issued , each as adjusted as necessary for corporate actions ( in millions ) .
shares available issuance shares available for future shares to be issued if performance is achieved at maximum expect to awards amended and restated 2016 incentive stock plan ( 1 ) 11.7 5.1 2.3 yes 2004 incentive stock plan ( 1 ) ( 2 ) 15.8 3.1 0.0 no 2005 performance incentive plan ( 1 ) ( 2 ) 12.8 9.0 0.0 no rocktenn ( sscc ) equity inventive plan ( 1 ) ( 3 ) 7.9 5.9 0.0 no ( 1 ) as part of the separation , equity-based incentive awards were generally adjusted to maintain the intrinsic value of awards immediately prior to the separation .
the number of unvested restricted stock awards and unexercised stock options and sars at the time of the separation were increased by an exchange factor of approximately 1.12 .
in addition , the exercise price of unexercised stock options and sars at the time of the separation was converted to decrease the exercise price by an exchange factor of approximately 1.12 .
( 2 ) in connection with the combination , westrock assumed all rocktenn and mwv equity incentive plans .
we issued awards to certain key employees and our directors pursuant to our rocktenn 2004 incentive stock plan , as amended , and our mwv 2005 performance incentive plan , as amended .
the awards were converted into westrock awards using the conversion factor as described in the business combination agreement .
( 3 ) in connection with the smurfit-stone acquisition , we assumed the smurfit-stone equity incentive plan , which was renamed the rock-tenn company ( sscc ) equity incentive plan .
the awards were converted into shares of rocktenn common stock , options and restricted stock units , as applicable , using the conversion factor as described in the merger agreement. .
| shares available for issuance | shares available for future grant | shares to be issued if performance is achieved at maximum | expect to make new awards
---------------------------------------------------- | ----------------------------- | --------------------------------- | --------------------------------------------------------- | -------------------------
amended and restated 2016 incentive stock plan ( 1 ) | 11.7 | 5.1 | 2.3 | yes
2004 incentive stock plan ( 1 ) ( 2 ) | 15.8 | 3.1 | 0.0 | no
2005 performance incentive plan ( 1 ) ( 2 ) | 12.8 | 9.0 | 0.0 | no
rocktenn ( sscc ) equity inventive plan ( 1 ) ( 3 ) | 7.9 | 5.9 | 0.0 | no
westrock company notes to consolidated financial statements 2014 ( continued ) note 20 .
stockholders 2019 equity capitalization our capital stock consists solely of common stock .
holders of our common stock are entitled to one vote per share .
our amended and restated certificate of incorporation also authorizes preferred stock , of which no shares have been issued .
the terms and provisions of such shares will be determined by our board of directors upon any issuance of such shares in accordance with our certificate of incorporation .
stock repurchase plan in july 2015 , our board of directors authorized a repurchase program of up to 40.0 million shares of our common stock , representing approximately 15% ( 15 % ) of our outstanding common stock as of july 1 , 2015 .
the shares of our common stock may be repurchased over an indefinite period of time at the discretion of management .
in fiscal 2019 , we repurchased approximately 2.1 million shares of our common stock for an aggregate cost of $ 88.6 million .
in fiscal 2018 , we repurchased approximately 3.4 million shares of our common stock for an aggregate cost of $ 195.1 million .
in fiscal 2017 , we repurchased approximately 1.8 million shares of our common stock for an aggregate cost of $ 93.0 million .
as of september 30 , 2019 , we had remaining authorization under the repurchase program authorized in july 2015 to purchase approximately 19.1 million shares of our common stock .
note 21 .
share-based compensation share-based compensation plans at our annual meeting of stockholders held on february 2 , 2016 , our stockholders approved the westrock company 2016 incentive stock plan .
the 2016 incentive stock plan was amended and restated on february 2 , 2018 ( the 201camended and restated 2016 incentive stock plan 201d ) .
the amended and restated 2016 incentive stock plan allows for the granting of options , restricted stock , sars and restricted stock units to certain key employees and directors .
the table below shows the approximate number of shares : available for issuance , available for future grant , to be issued if restricted awards granted with a performance condition recorded at target achieve the maximum award , and if new grants pursuant to the plan are expected to be issued , each as adjusted as necessary for corporate actions ( in millions ) .
shares available issuance shares available for future shares to be issued if performance is achieved at maximum expect to awards amended and restated 2016 incentive stock plan ( 1 ) 11.7 5.1 2.3 yes 2004 incentive stock plan ( 1 ) ( 2 ) 15.8 3.1 0.0 no 2005 performance incentive plan ( 1 ) ( 2 ) 12.8 9.0 0.0 no rocktenn ( sscc ) equity inventive plan ( 1 ) ( 3 ) 7.9 5.9 0.0 no ( 1 ) as part of the separation , equity-based incentive awards were generally adjusted to maintain the intrinsic value of awards immediately prior to the separation .
the number of unvested restricted stock awards and unexercised stock options and sars at the time of the separation were increased by an exchange factor of approximately 1.12 .
in addition , the exercise price of unexercised stock options and sars at the time of the separation was converted to decrease the exercise price by an exchange factor of approximately 1.12 .
( 2 ) in connection with the combination , westrock assumed all rocktenn and mwv equity incentive plans .
we issued awards to certain key employees and our directors pursuant to our rocktenn 2004 incentive stock plan , as amended , and our mwv 2005 performance incentive plan , as amended .
the awards were converted into westrock awards using the conversion factor as described in the business combination agreement .
( 3 ) in connection with the smurfit-stone acquisition , we assumed the smurfit-stone equity incentive plan , which was renamed the rock-tenn company ( sscc ) equity incentive plan .
the awards were converted into shares of rocktenn common stock , options and restricted stock units , as applicable , using the conversion factor as described in the merger agreement. |
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dd4b8c7be | note 8 .
acquisitions during fiscal 2017 , cadence completed two business combinations for total cash consideration of $ 142.8 million , after taking into account cash acquired of $ 4.2 million .
the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition dates .
cadence recorded a total of $ 76.4 million of acquired intangible assets ( of which $ 71.5 million represents in-process technology ) , $ 90.2 million of goodwill and $ 19.6 million of net liabilities consisting primarily of deferred tax liabilities .
cadence will also make payments to certain employees , subject to continued employment and other performance-based conditions , through the fourth quarter of fiscal 2020 .
during fiscal 2016 , cadence completed two business combinations for total cash consideration of $ 42.4 million , after taking into account cash acquired of $ 1.8 million .
the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition dates .
cadence recorded a total of $ 23.6 million of goodwill , $ 23.2 million of acquired intangible assets and $ 2.6 million of net liabilities consisting primarily of deferred revenue .
cadence will also make payments to certain employees , subject to continued employment and other conditions , through the second quarter of fiscal a trust for the benefit of the children of lip-bu tan , cadence 2019s chief executive officer ( 201cceo 201d ) and director , owned less than 3% ( 3 % ) of nusemi inc , one of the companies acquired in 2017 , and less than 2% ( 2 % ) of rocketick technologies ltd. , one of the companies acquired in 2016 .
mr .
tan and his wife serve as co-trustees of the trust and disclaim pecuniary and economic interest in the trust .
the board of directors of cadence reviewed the transactions and concluded that it was in the best interests of cadence to proceed with the transactions .
mr .
tan recused himself from the board of directors 2019 discussion of the valuation of nusemi inc and rocketick technologies ltd .
and on whether to proceed with the transactions .
acquisition-related transaction costs there were no direct transaction costs associated with acquisitions during fiscal 2018 .
transaction costs associated with acquisitions were $ 0.6 million and $ 1.1 million during fiscal 2017 and 2016 , respectively .
these costs consist of professional fees and administrative costs and were expensed as incurred in cadence 2019s consolidated income statements .
note 9 .
goodwill and acquired intangibles goodwill the changes in the carrying amount of goodwill during fiscal 2018 and 2017 were as follows : gross carrying amount ( in thousands ) .
| gross carryingamount ( in thousands )
-------------------------------------- | -------------------------------------
balance as of december 31 2016 | $ 572764
goodwill resulting from acquisitions | 90218
effect of foreign currency translation | 3027
balance as of december 30 2017 | 666009
effect of foreign currency translation | -3737 ( 3737 )
balance as of december 29 2018 | $ 662272
cadence completed its annual goodwill impairment test during the third quarter of fiscal 2018 and determined that the fair value of cadence 2019s single reporting unit substantially exceeded the carrying amount of its net assets and that no impairment existed. |
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dd4be6fe8 | notes to consolidated financial statements 2014 ( continued ) a reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows ( in thousands ) : .
balance at october 1 2010 | $ 19900
------------------------------------------------------------------ | ----------
increases based on positions related to prior years | 935
increases based on positions related to current year | 11334
decreases relating to settlements with taxing authorities | 2014
decreases relating to lapses of applicable statutes of limitations | -33 ( 33 )
balance at september 30 2011 | $ 32136
the company 2019s major tax jurisdictions as of september 30 , 2011 are the united states , california , iowa , singapore and canada .
for the united states , the company has open tax years dating back to fiscal year 1998 due to the carry forward of tax attributes .
for california and iowa , the company has open tax years dating back to fiscal year 2002 due to the carry forward of tax attributes .
for singapore , the company has open tax years dating back to fiscal year 2011 .
for canada , the company has open tax years dating back to fiscal year 2004 .
during the year ended september 30 , 2011 , the company did not recognize any significant amount of previously unrecognized tax benefits related to the expiration of the statute of limitations .
the company 2019s policy is to recognize accrued interest and penalties , if incurred , on any unrecognized tax benefits as a component of income tax expense .
the company recognized $ 0.5 million of accrued interest or penalties related to unrecognized tax benefits during fiscal year 2011 .
11 .
stockholders 2019 equity common stock at september 30 , 2011 , the company is authorized to issue 525000000 shares of common stock , par value $ 0.25 per share of which 195407396 shares are issued and 186386197 shares outstanding .
holders of the company 2019s common stock are entitled to such dividends as may be declared by the company 2019s board of directors out of funds legally available for such purpose .
dividends may not be paid on common stock unless all accrued dividends on preferred stock , if any , have been paid or declared and set aside .
in the event of the company 2019s liquidation , dissolution or winding up , the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock .
each holder of the company 2019s common stock is entitled to one vote for each such share outstanding in the holder 2019s name .
no holder of common stock is entitled to cumulate votes in voting for directors .
the company 2019s second amended and restated certificate of incorporation provides that , unless otherwise determined by the company 2019s board of directors , no holder of common stock has any preemptive right to purchase or subscribe for any stock of any class which the company may issue or sell .
on august 3 , 2010 , the board of directors approved a stock repurchase program , pursuant to which the company is authorized to repurchase up to $ 200.0 million of the company 2019s common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements .
during the fiscal year ended september 30 , 2011 , the company paid approximately $ 70.0 million ( including commissions ) in connection with the repurchase of 2768045 shares of its common stock ( paying an average price of $ 25.30 per share ) .
as of september 30 , 2011 , $ 130.0 million remained available under the existing share repurchase program .
page 110 skyworks / annual report 2011 |
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dd4be38b6 | devon energy corporation and subsidiaries notes to consolidated financial statements 2013 ( continued ) other debentures and notes following are descriptions of the various other debentures and notes outstanding at december 31 , 2014 and 2013 , as listed in the table presented at the beginning of this note .
geosouthern debt in december 2013 , in conjunction with the planned geosouthern acquisition , devon issued $ 2.25 billion aggregate principal amount of fixed and floating rate senior notes resulting in cash proceeds of approximately $ 2.2 billion , net of discounts and issuance costs .
the floating rate senior notes due in 2015 bear interest at a rate equal to three-month libor plus 0.45 percent , which rate will be reset quarterly .
the floating rate senior notes due in 2016 bears interest at a rate equal to three-month libor plus 0.54 percent , which rate will be reset quarterly .
the schedule below summarizes the key terms of these notes ( in millions ) . .
floating rate due december 15 2015 | $ 500
------------------------------------------- | --------
floating rate due december 15 2016 | 350
1.20% ( 1.20 % ) due december 15 2016 ( 1 ) | 650
2.25% ( 2.25 % ) due december 15 2018 | 750
discount and issuance costs | -2 ( 2 )
net proceeds | $ 2248
( 1 ) the 1.20% ( 1.20 % ) $ 650 million note due december 15 , 2016 was redeemed on november 13 , 2014 .
the senior notes were classified as short-term debt on devon 2019s consolidated balance sheet as of december 31 , 2013 due to certain redemption features in the event that the geosouthern acquisition was not completed on or prior to june 30 , 2014 .
on february 28 , 2014 , the geosouthern acquisition closed and thus the senior notes were subsequently classified as long-term debt .
additionally , during december 2013 , devon entered into a term loan agreement with a group of major financial institutions pursuant to which devon could draw up to $ 2.0 billion to finance , in part , the geosouthern acquisition and to pay transaction costs .
in february 2014 , devon drew the $ 2.0 billion of term loans for the geosouthern transaction , and the amount was subsequently repaid on june 30 , 2014 with the canadian divestiture proceeds that were repatriated to the u.s .
in june 2014 , at which point the term loan was terminated. |
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dd4c628b4 | borrowings under the credit facility bear interest based on the daily balance outstanding at libor ( with no rate floor ) plus an applicable margin ( varying from 1.25% ( 1.25 % ) to 1.75% ( 1.75 % ) ) or , in certain cases a base rate ( based on a certain lending institution 2019s prime rate or as otherwise specified in the credit agreement , with no rate floor ) plus an applicable margin ( varying from 0.25% ( 0.25 % ) to 0.75% ( 0.75 % ) ) .
the credit facility also carries a commitment fee equal to the unused borrowings multiplied by an applicable margin ( varying from 0.25% ( 0.25 % ) to 0.35% ( 0.35 % ) ) .
the applicable margins are calculated quarterly and vary based on the company 2019s leverage ratio as set forth in the credit agreement .
upon entering into the credit facility in march 2011 , the company terminated its prior $ 200.0 million revolving credit facility .
the prior revolving credit facility was collateralized by substantially all of the company 2019s assets , other than trademarks , and included covenants , conditions and other terms similar to the company 2019s new credit facility .
in may 2011 , the company borrowed $ 25.0 million under the term loan facility to finance a portion of the acquisition of the company 2019s corporate headquarters .
the interest rate on the term loan was 1.5% ( 1.5 % ) during the year ended december 31 , 2011 .
the maturity date of the term loan is march 2015 , which is the end of the credit facility term .
the company expects to refinance the term loan in early 2013 with the loan assumed in the acquisition of the company 2019s corporate headquarters .
during the three months ended september 30 , 2011 , the company borrowed $ 30.0 million under the revolving credit facility to fund seasonal working capital requirements and repaid it during the three months ended december 31 , 2011 .
the interest rate under the revolving credit facility was 1.5% ( 1.5 % ) during the year ended december 31 , 2011 , and no balance was outstanding as of december 31 , 2011 .
no balances were outstanding under the prior revolving credit facility during the year ended december 31 , 2010 .
long term debt the company has long term debt agreements with various lenders to finance the acquisition or lease of qualifying capital investments .
loans under these agreements are collateralized by a first lien on the related assets acquired .
as these agreements are not committed facilities , each advance is subject to approval by the lenders .
additionally , these agreements include a cross default provision whereby an event of default under other debt obligations , including the company 2019s credit facility , will be considered an event of default under these agreements .
these agreements require a prepayment fee if the company pays outstanding amounts ahead of the scheduled terms .
the terms of the credit facility limit the total amount of additional financing under these agreements to $ 40.0 million , of which $ 21.5 million was available for additional financing as of december 31 , 2011 .
at december 31 , 2011 and 2010 , the outstanding principal balance under these agreements was $ 14.5 million and $ 15.9 million , respectively .
currently , advances under these agreements bear interest rates which are fixed at the time of each advance .
the weighted average interest rates on outstanding borrowings were 3.5% ( 3.5 % ) , 5.3% ( 5.3 % ) and 5.9% ( 5.9 % ) for the years ended december 31 , 2011 , 2010 and 2009 , respectively .
the following are the scheduled maturities of long term debt as of december 31 , 2011 : ( in thousands ) .
2012 | $ 6882
-------------------------------------------- | --------------
2013 ( 1 ) | 65919
2014 | 2972
2015 | 1951
2016 | 2014
total scheduled maturities of long term debt | 77724
less current maturities of long term debt | -6882 ( 6882 )
long term debt obligations | $ 70842
( 1 ) includes the repayment of $ 25.0 million borrowed under the term loan facility , which is due in march 2015 , but is planned to be refinanced in early 2013 with the loan assumed in the acquisition of the company 2019s corporate headquarters. |
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dd497b164 | software and will give the company a comprehensive design-to-silicon flow that links directly into the semiconductor manufacturing process .
integrating hpl 2019s yield management and test chip technologies into the company 2019s industry-leading dfm portfolio is also expected to enable customers to increase their productivity and improve profitability in the design and manufacture of advanced semiconductor devices .
purchase price .
the company paid $ 11.0 million in cash for all outstanding shares of hpl .
in addition , the company had a prior investment in hpl of approximately $ 1.9 million .
the total purchase consideration consisted of: .
| ( in thousands )
------------------------- | ----------------
cash paid | $ 11001
prior investment in hpl | 1872
acquisition-related costs | 2831
total purchase price | $ 15704
acquisition-related costs of $ 2.8 million consist primarily of legal , tax and accounting fees of $ 1.6 million , $ 0.3 million of estimated facilities closure costs and other directly related charges , and $ 0.9 million in employee termination costs .
as of october 31 , 2006 , the company had paid $ 2.2 million of the acquisition related costs , of which $ 1.1 million were for professional services costs , $ 0.2 million were for facilities closure costs and $ 0.9 million were for employee termination costs .
the $ 0.6 million balance remaining at october 31 , 2006 consists of professional and tax-related service fees and facilities closure costs .
assets acquired .
the company acquired $ 8.5 million of intangible assets consisting of $ 5.1 million in core developed technology , $ 3.2 million in customer relationships and $ 0.2 million in backlog to be amortized over two to four years .
approximately $ 0.8 million of the purchase price represents the fair value of acquired in-process research and development projects that have not yet reached technological feasibility and have no alternative future use .
accordingly , the amount was immediately expensed and included in the company 2019s condensed consolidated statement of operations for the first quarter of fiscal year 2006 .
additionally , the company acquired tangible assets of $ 14.0 million and assumed liabilities of $ 10.9 million .
goodwill , representing the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the merger was $ 3.4 million .
goodwill resulted primarily from the company 2019s expectation of synergies from the integration of hpl 2019s technology with the company 2019s technology and operations .
other .
during the fiscal year 2006 , the company completed an asset acquisition for cash consideration of $ 1.5 million .
this acquisition is not considered material to the company 2019s consolidated balance sheet and results of operations .
fiscal 2005 acquisitions nassda corporation ( nassda ) the company acquired nassda on may 11 , 2005 .
reasons for the acquisition .
the company believes nassda 2019s full-chip circuit simulation and analysis software will broaden its offerings of transistor-level circuit simulation tools , particularly in the area of mixed-signal and memory design .
purchase price .
the company acquired all the outstanding shares of nassda for total cash consideration of $ 200.2 million , or $ 7.00 per share .
in addition , as required by the merger agreement , certain nassda officers , directors and employees who were defendants in certain preexisting litigation |
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dd4bd2822 | note 18 2013 earnings per share ( eps ) basic eps is calculated by dividing net earnings attributable to allegion plc by the weighted-average number of ordinary shares outstanding for the applicable period .
diluted eps is calculated after adjusting the denominator of the basic eps calculation for the effect of all potentially dilutive ordinary shares , which in the company 2019s case , includes shares issuable under share-based compensation plans .
the following table summarizes the weighted-average number of ordinary shares outstanding for basic and diluted earnings per share calculations. .
in millions | 2017 | 2016 | 2015
------------------------------------------- | ---- | ---- | ----
weighted-average number of basic shares | 95.1 | 95.8 | 95.9
shares issuable under incentive stock plans | 0.9 | 1.1 | 1.0
weighted-average number of diluted shares | 96.0 | 96.9 | 96.9
at december 31 , 2017 , 0.1 million stock options were excluded from the computation of weighted average diluted shares outstanding because the effect of including these shares would have been anti-dilutive .
note 19 2013 commitments and contingencies the company is involved in various litigations , claims and administrative proceedings , including those related to environmental and product warranty matters .
amounts recorded for identified contingent liabilities are estimates , which are reviewed periodically and adjusted to reflect additional information when it becomes available .
subject to the uncertainties inherent in estimating future costs for contingent liabilities , except as expressly set forth in this note , management believes that any liability which may result from these legal matters would not have a material adverse effect on the financial condition , results of operations , liquidity or cash flows of the company .
environmental matters the company is dedicated to an environmental program to reduce the utilization and generation of hazardous materials during the manufacturing process and to remediate identified environmental concerns .
as to the latter , the company is currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former production facilities .
the company regularly evaluates its remediation programs and considers alternative remediation methods that are in addition to , or in replacement of , those currently utilized by the company based upon enhanced technology and regulatory changes .
changes to the company's remediation programs may result in increased expenses and increased environmental reserves .
the company is sometimes a party to environmental lawsuits and claims and has received notices of potential violations of environmental laws and regulations from the u.s .
environmental protection agency and similar state authorities .
it has also been identified as a potentially responsible party ( "prp" ) for cleanup costs associated with off-site waste disposal at federal superfund and state remediation sites .
for all such sites , there are other prps and , in most instances , the company 2019s involvement is minimal .
in estimating its liability , the company has assumed it will not bear the entire cost of remediation of any site to the exclusion of other prps who may be jointly and severally liable .
the ability of other prps to participate has been taken into account , based on our understanding of the parties 2019 financial condition and probable contributions on a per site basis .
additional lawsuits and claims involving environmental matters are likely to arise from time to time in the future .
the company incurred $ 3.2 million , $ 23.3 million , and $ 4.4 million of expenses during the years ended december 31 , 2017 , 2016 and 2015 , respectively , for environmental remediation at sites presently or formerly owned or leased by the company .
in the fourth-quarter of 2016 , with the collaboration and approval of state regulators , the company launched a proactive , alternative approach to remediate two sites in the united states .
this approach will allow the company to more aggressively address environmental conditions at these sites and reduce the impact of potential changes in regulatory requirements .
as a result , the company recorded a $ 15 million charge for environmental remediation in the fourth quarter of 2016 .
environmental remediation costs are recorded in costs of goods sold within the consolidated statements of comprehensive income .
as of december 31 , 2017 and 2016 , the company has recorded reserves for environmental matters of $ 28.9 million and $ 30.6 million .
the total reserve at december 31 , 2017 and 2016 included $ 8.9 million and $ 9.6 million related to remediation of sites previously disposed by the company .
environmental reserves are classified as accrued expenses and other current liabilities or other noncurrent liabilities based on their expected term .
the company's total current environmental reserve at december 31 , 2017 and 2016 was $ 12.6 million and $ 6.1 million and the remainder is classified as noncurrent .
given the evolving nature of environmental laws , regulations and technology , the ultimate cost of future compliance is uncertain. |
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dd4c3b106 | years 2002 , 2003 , 2004 , and the first two quarters of fiscal 2005 .
the restatement related to tax matters .
the company provided information to the sec staff relating to the facts and circumstances surrounding the restatement .
on july 28 , 2006 , the company filed an amendment to its annual report on form 10-k for the fiscal year ended may 29 , 2005 .
the filing amended item 6 .
selected financial data and exhibit 12 , computation of ratios of earnings to fixed charges , for fiscal year 2001 , and certain restated financial information for fiscal years 1999 and 2000 , all related to the application of certain of the company 2019s reserves for the three years and fiscal year 1999 income tax expense .
the company provided information to the sec staff relating to the facts and circumstances surrounding the amended filing .
the company reached an agreement with the sec staff concerning matters associated with these amended filings .
that proposed settlement was approved by the securities and exchange commission on july 17 , 2007 .
on july 24 , 2007 , the sec filed its complaint against the company in the united states district court for the district of colorado , followed by an executed consent , which without the company admitting or denying the allegations of the complaint , reflects the terms of the settlement , including payment by the company of a civil penalty of $ 45 million and the company 2019s agreement to be permanently enjoined from violating certain provisions of the federal securities laws .
additionally , the company made approximately $ 2 million in indemnity payments on behalf of former employees concluding separate settlements with the sec .
the company recorded charges of $ 25 million in fiscal 2004 , $ 21.5 million in the third quarter of fiscal 2005 , and $ 1.2 million in the first quarter of fiscal 2007 in connection with the expected settlement of these matters .
three purported class actions were filed in united states district court for nebraska , rantala v .
conagra foods , inc. , et .
al. , case no .
805cv349 , and bright v .
conagra foods , inc. , et .
al. , case no .
805cv348 on july 18 , 2005 , and boyd v .
conagra foods , inc. , et .
al. , case no .
805cv386 on august 8 , 2005 .
the lawsuits are against the company , its directors and its employee benefits committee on behalf of participants in the company 2019s employee retirement income savings plans .
the lawsuits allege violations of the employee retirement income security act ( erisa ) in connection with the events resulting in the company 2019s april 2005 restatement of its financial statements and related matters .
the company has reached a settlement with the plaintiffs in these actions subject to court approval .
the settlement includes a $ 4 million payment , most of which will be paid by an insurer .
the company has also agreed to make certain prospective changes to its benefit plans as part of the settlement .
2006 vs .
2005 net sales ( $ in millions ) reporting segment fiscal 2006 net sales fiscal 2005 net sales % ( % ) increase/ ( decrease ) .
reporting segment | fiscal 2006 net sales | fiscal 2005 net sales | % ( % ) increase/ ( decrease )
------------------------- | --------------------- | --------------------- | -------------------------------
consumer foods | $ 6504 | $ 6598 | ( 1 ) % ( % )
food and ingredients | 3189 | 2986 | 7% ( 7 % )
trading and merchandising | 1186 | 1224 | ( 3 ) % ( % )
international foods | 603 | 576 | 5% ( 5 % )
total | $ 11482 | $ 11384 | 1% ( 1 % )
overall , company net sales increased $ 98 million to $ 11.5 billion in fiscal 2006 , primarily reflecting favorable results in the food and ingredients and international foods segments .
price increases driven by higher input costs for potatoes , wheat milling and dehydrated vegetables within the food and ingredients segment , coupled with the strength of foreign currencies within the international foods segment enhanced net sales .
these increases were partially offset by volume declines in the consumer foods segment , principally related to certain shelf stable brands and declines in the trading and merchandising segment related to decreased volumes and certain divestitures and closures. |
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dd4bfda0e | insurance arrangement .
as a result of the adoption of this new guidance , the company recorded a liability representing the actuarial present value of the future death benefits as of the employees 2019 expected retirement date of $ 45 million with the offset reflected as a cumulative-effect adjustment to january 1 , 2008 retained earnings and accumulated other comprehensive income ( loss ) in the amounts of $ 4 million and $ 41 million , respectively , in the company 2019s consolidated statement of stockholders 2019 equity .
it is currently expected that minimal , if any , further cash payments will be required to fund these policies .
the net periodic cost for these split-dollar life insurance arrangements was $ 6 million in both the years ended december 31 , 2009 and 2008 .
the company has recorded a liability representing the actuarial present value of the future death benefits as of the employees 2019 expected retirement date of $ 48 million and $ 47 million as of december 31 , 2009 and december 31 , 2008 , respectively .
defined contribution plan the company and certain subsidiaries have various defined contribution plans , in which all eligible employees participate .
in the u.s. , the 401 ( k ) plan is a contributory plan .
matching contributions are based upon the amount of the employees 2019 contributions .
effective january 1 , 2005 , newly hired employees have a higher maximum matching contribution at 4% ( 4 % ) on the first 5% ( 5 % ) of employee contributions , compared to 3% ( 3 % ) on the first 6% ( 6 % ) of employee contributions for employees hired prior to january 2005 .
effective january 1 , 2009 , the company temporarily suspended all matching contributions to the motorola 401 ( k ) plan .
the company 2019s expenses , primarily relating to the employer match , for all defined contribution plans , for the years ended december 31 , 2009 , 2008 and 2007 were $ 8 million , $ 95 million and $ 116 million , respectively .
8 .
share-based compensation plans and other incentive plans stock options , stock appreciation rights and employee stock purchase plan the company grants options to acquire shares of common stock to certain employees , and existing option holders in connection with the merging of option plans following an acquisition .
each option granted and stock appreciation right has an exercise price of no less than 100% ( 100 % ) of the fair market value of the common stock on the date of the grant .
the awards have a contractual life of five to ten years and vest over two to four years .
stock options and stock appreciation rights assumed or replaced with comparable stock options or stock appreciation rights in conjunction with a change in control only become exercisable if the holder is also involuntarily terminated ( for a reason other than cause ) or quits for good reason within 24 months of a change in control .
the employee stock purchase plan allows eligible participants to purchase shares of the company 2019s common stock through payroll deductions of up to 10% ( 10 % ) of eligible compensation on an after-tax basis .
plan participants cannot purchase more than $ 25000 of stock in any calendar year .
the price an employee pays per share is 85% ( 85 % ) of the lower of the fair market value of the company 2019s stock on the close of the first trading day or last trading day of the purchase period .
the plan has two purchase periods , the first one from october 1 through march 31 and the second one from april 1 through september 30 .
for the years ended december 31 , 2009 , 2008 and 2007 , employees purchased 29.4 million , 18.9 million and 10.2 million shares , respectively , at purchase prices of $ 3.60 and $ 3.68 , $ 7.91 and $ 6.07 , and $ 14.93 and $ 15.02 , respectively .
the company calculates the value of each employee stock option , estimated on the date of grant , using the black-scholes option pricing model .
the weighted-average estimated fair value of employee stock options granted during 2009 , 2008 and 2007 was $ 2.78 , $ 3.47 and $ 5.95 , respectively , using the following weighted-average assumptions : 2009 2008 2007 .
| 2009 | 2008 | 2007
----------------------- | ---------------- | ---------------- | ----------------
expected volatility | 57.1% ( 57.1 % ) | 56.4% ( 56.4 % ) | 28.3% ( 28.3 % )
risk-free interest rate | 1.9% ( 1.9 % ) | 2.4% ( 2.4 % ) | 4.5% ( 4.5 % )
dividend yield | 0.0% ( 0.0 % ) | 2.7% ( 2.7 % ) | 1.1% ( 1.1 % )
expected life ( years ) | 3.9 | 5.5 | 6.5 |
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dd4c3b9da | 12feb201521095992 performance graph the following graph compares the performance of our common stock with that of the s&p 500 index and the s&p 500 healthcare equipment index .
the cumulative total return listed below assumes an initial investment of $ 100 on december 31 , 2009 and reinvestment of dividends .
comparison of 5 year cumulative total return rs $ 200 2009 2010 2011 201420132012 edwards lifesciences corporation s&p 500 s&p 500 healthcare equipment december 31 .
total cumulative return | 2010 | 2011 | 2012 | 2013 | 2014
---------------------------------- | -------- | -------- | -------- | -------- | --------
edwards lifesciences | $ 186.16 | $ 162.81 | $ 207.65 | $ 151.43 | $ 293.33
s&p 500 | 115.06 | 117.49 | 136.30 | 180.44 | 205.14
s&p 500 healthcare equipment index | 96.84 | 102.07 | 120.66 | 153.85 | 194.33 |
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dd4c32178 | changes in the benchmark index component of the 10-year treasury yield .
the company def signated these derivatives as cash flow hedges .
on october 13 , 2015 , in conjunction with the pricing of the $ 4.5 billion senior notes , the companyr terminated these treasury lock contracts for a cash settlement payment of $ 16 million , which was recorded as a component of other comprehensive earnings and will be reclassified as an adjustment to interest expense over the ten years during which the related interest payments that were hedged will be recognized in income .
foreign currency risk we are exposed to foreign currency risks that arise from normal business operations .
these risks include the translation of local currency balances of foreign subsidiaries , transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a location's functional currency .
we manage the exposure to these risks through a combination of normal operating activities and the use of foreign currency forward contracts .
contracts are denominated in currtt encies of major industrial countries .
our exposure to foreign currency exchange risks generally arises from our non-u.s .
operations , to the extent they are conducted ind local currency .
changes in foreign currency exchange rates affect translations of revenues denominated in currencies other than the u.s .
dollar .
during the years ended december 31 , 2016 , 2015 and 2014 , we generated approximately $ 1909 million , $ 1336 million and $ 1229 million , respectively , in revenues denominated in currencies other than the u.s .
dollar .
the major currencies to which our revenues are exposed are the brazilian real , the euro , the british pound sterling and the indian rupee .
a 10% ( 10 % ) move in average exchange rates for these currencies ( assuming a simultaneous and immediate 10% ( 10 % ) change in all of such rates for the relevant period ) would have resulted in the following increase or ( decrease ) in our reported revenues for the years ended december 31 , 2016 , 2015 and 2014 ( in millions ) : .
currency | 2016 | 2015 | 2014
-------------- | ----- | ----- | -----
pound sterling | $ 47 | $ 34 | $ 31
euro | 38 | 33 | 30
real | 32 | 29 | 38
indian rupee | 12 | 10 | 8
total impact | $ 129 | $ 106 | $ 107
while our results of operations have been impacted by the effects of currency fluctuations , our international operations' revenues and expenses are generally denominated in local currency , which reduces our economic exposure to foreign exchange risk in those jurisdictions .
revenues included $ 100 million and $ 243 million and net earnings included $ 10 million , anrr d $ 31 million , respectively , of unfavorable foreign currency impact during 2016 and 2015 resulting from a stronger u.s .
dollar during these years compared to thet preceding year .
in 2017 , we expect continued unfavorable foreign currency impact on our operating income resulting from the continued strengthening of the u.s .
dollar vs .
other currencies .
our foreign exchange risk management policy permits the use of derivative instruments , such as forward contracts and options , to reduce volatility in our results of operations and/or cash flows resulting from foreign exchange rate fluctuations .
we do not enter into foreign currency derivative instruments for trading purposes or to engage in speculative activitr y .
we do periodically enter inttt o foreign currency forward exchange contracts to hedge foreign currency exposure to intercompany loans .
as of december 31 , 2016 , the notional amount of these derivatives was approximately $ 143 million and the fair value was nominal .
these derivatives are intended to hedge the foreign exchange risks related to intercompany loans but have not been designated as hedges for accounting purposes .
we also use currency forward contracts to manage our exposure to fluctuations in costs caused by variations in indian rupee ( "inr" ) exchange rates .
as of december 31 , 2016 , the notional amount of these derivatives was approximately $ 7 million and the fair value was ll less than $ 1 million .
these inr forward contracts are designated as cash flow hedges .
the fair value of these currency forward contracts is determined using currency exchange market rates , obtained from reliable , independent , third m party banks , at the balance sheet date .
the fair value of forward contracts is subject to changes in currency exchange rates .
the company has no ineffectiveness related to its use of currency forward contracts in connection with inr cash flow hedges .
in conjunction with entering into the definitive agreement to acquire clear2pay in september 2014 , we initiated a foreign currency forward contract to purchase euros and sell u.s .
dollars to manage the risk arising from fluctuations in exchange rates until the closing because the purchase price was stated in euros .
as this derivative did not qualify for hedge accounting , we recorded a charge of $ 16 million in other income ( expense ) , net during the third quarter of 2014 .
this forward contract was settled on october 1 , 2014. |
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dd4c4fa2a | notes to the consolidated financial statements note 1 .
general description of business we are a global cruise company .
we own royal caribbean international , celebrity cruises , pullmantur , azamara club cruises , cdf croisi e8res de france and a 50% ( 50 % ) joint venture interest in tui cruises .
together , these six brands operate a combined 41 ships as of december 31 , 2012 .
our ships operate on a selection of worldwide itineraries that call on approximately 455 destinations on all seven continents .
basis for preparation of consolidated financial statements the consolidated financial statements are prepared in accordance with accounting principles generally accepted in the united states of america ( 201cgaap 201d ) .
estimates are required for the preparation of financial statements in accordance with these principles .
actual results could differ from these estimates .
all significant intercompany accounts and transactions are eliminated in consolidation .
we consolidate entities over which we have control , usually evidenced by a direct ownership interest of greater than 50% ( 50 % ) , and variable interest entities where we are determined to be the primary beneficiary .
see note 6 .
other assets for further information regarding our variable interest entities .
for affiliates we do not control but over which we have significant influence on financial and operat- ing policies , usually evidenced by a direct ownership interest from 20% ( 20 % ) to 50% ( 50 % ) , the investment is accounted for using the equity method .
we consolidate the operating results of pullmantur and its wholly-owned subsidiary , cdf croisi e8res de france , on a two-month lag to allow for more timely preparation of our con- solidated financial statements .
no material events or transactions affecting pullmantur or cdf croisi e8res de france have occurred during the two-month lag period of november 2012 and december 2012 that would require disclosure or adjustment to our con- solidated financial statements as of december 31 , 2012 , except for the impairment of pullmantur related assets , as described in note 3 .
goodwill , note 4 .
intangible assets , note 5 .
property and equipment and note 12 .
income taxes .
note 2 .
summary of significant accounting policies revenues and expenses deposits received on sales of passenger cruises are initially recorded as customer deposit liabilities on our balance sheet .
customer deposits are subsequently recognized as passenger ticket revenues , together with revenues from onboard and other goods and services and all associated direct costs of a voyage , upon completion of voyages with durations of ten days or less , and on a pro-rata basis for voyages in excess of ten days .
revenues and expenses include port costs that vary with guest head counts .
the amounts of such port costs included in passenger ticket revenues on a gross basis were $ 459.8 million , $ 442.9 million and $ 398.0 million for the years 2012 , 2011 and 2010 , respectively .
cash and cash equivalents cash and cash equivalents include cash and market- able securities with original maturities of less than 90 days .
inventories inventories consist of provisions , supplies and fuel carried at the lower of cost ( weighted-average ) or market .
property and equipment property and equipment are stated at cost less accu- mulated depreciation and amortization .
we capitalize interest as part of the cost of acquiring certain assets .
improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements 2019 estimated useful lives or that of the associated ship .
the estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in cruise operating expenses .
liquidated damages received from shipyards as a result of the late delivery of a new ship are recorded as reductions to the cost basis of the ship .
depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the asset .
the useful lives of our ships are generally 30 years , net of a 15% ( 15 % ) projected residual value .
the 30-year useful life of our newly constructed ships and 15% ( 15 % ) associated residual value are both based on the weighted-average of all major components of a ship .
depreciation for assets under capital leases is computed using the shorter of the lease term or related asset life .
( see note 5 .
property and equipment. ) depreciation of property and equipment is computed utilizing the following useful lives: .
| years
---------------------------------- | ---------------------------------------------------
ships | 30
ship improvements | 3-20
buildings and improvements | 10-40
computer hardware and software | 3-5
transportation equipment and other | 3-30
leasehold improvements | shorter of remaining lease term or useful life 3-30
computer hardware and software 3 20135 transportation equipment and other 3 201330 leasehold improvements shorter of remaining lease term or useful life 3 201330 0494.indd 71 3/27/13 12:53 pm |
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dd4bbdfbc | application of specific accounting literature .
for the nonconsolidated proprietary tob trusts and qspe tob trusts , the company recognizes only its residual investment on its balance sheet at fair value and the third-party financing raised by the trusts is off-balance sheet .
the following table summarizes selected cash flow information related to municipal bond securitizations for the years 2008 , 2007 and 2006 : in billions of dollars 2008 2007 2006 .
in billions of dollars | 2008 | 2007 | 2006
------------------------------------------------------------------ | ----- | ------ | ----
proceeds from new securitizations | $ 1.2 | $ 10.5 | 2014
cash flows received on retained interests and other net cash flows | 0.5 | 2014 | 2014
cash flows received on retained interests and other net cash flows 0.5 2014 2014 municipal investments municipal investment transactions represent partnerships that finance the construction and rehabilitation of low-income affordable rental housing .
the company generally invests in these partnerships as a limited partner and earns a return primarily through the receipt of tax credits earned from the affordable housing investments made by the partnership .
client intermediation client intermediation transactions represent a range of transactions designed to provide investors with specified returns based on the returns of an underlying security , referenced asset or index .
these transactions include credit-linked notes and equity-linked notes .
in these transactions , the spe typically obtains exposure to the underlying security , referenced asset or index through a derivative instrument , such as a total-return swap or a credit-default swap .
in turn the spe issues notes to investors that pay a return based on the specified underlying security , referenced asset or index .
the spe invests the proceeds in a financial asset or a guaranteed insurance contract ( gic ) that serves as collateral for the derivative contract over the term of the transaction .
the company 2019s involvement in these transactions includes being the counterparty to the spe 2019s derivative instruments and investing in a portion of the notes issued by the spe .
in certain transactions , the investor 2019s maximum risk of loss is limited and the company absorbs risk of loss above a specified level .
the company 2019s maximum risk of loss in these transactions is defined as the amount invested in notes issued by the spe and the notional amount of any risk of loss absorbed by the company through a separate instrument issued by the spe .
the derivative instrument held by the company may generate a receivable from the spe ( for example , where the company purchases credit protection from the spe in connection with the spe 2019s issuance of a credit-linked note ) , which is collateralized by the assets owned by the spe .
these derivative instruments are not considered variable interests under fin 46 ( r ) and any associated receivables are not included in the calculation of maximum exposure to the spe .
structured investment vehicles structured investment vehicles ( sivs ) are spes that issue junior notes and senior debt ( medium-term notes and short-term commercial paper ) to fund the purchase of high quality assets .
the junior notes are subject to the 201cfirst loss 201d risk of the sivs .
the sivs provide a variable return to the junior note investors based on the net spread between the cost to issue the senior debt and the return realized by the high quality assets .
the company acts as manager for the sivs and , prior to december 13 , 2007 , was not contractually obligated to provide liquidity facilities or guarantees to the sivs .
in response to the ratings review of the outstanding senior debt of the sivs for a possible downgrade announced by two ratings agencies and the continued reduction of liquidity in the siv-related asset-backed commercial paper and medium-term note markets , on december 13 , 2007 , citigroup announced its commitment to provide support facilities that would support the sivs 2019 senior debt ratings .
as a result of this commitment , citigroup became the sivs 2019 primary beneficiary and began consolidating these entities .
on february 12 , 2008 , citigroup finalized the terms of the support facilities , which took the form of a commitment to provide $ 3.5 billion of mezzanine capital to the sivs in the event the market value of their junior notes approaches zero .
the mezzanine capital facility was increased by $ 1 billion to $ 4.5 billion , with the additional commitment funded during the fourth quarter of 2008 .
the facilities rank senior to the junior notes but junior to the commercial paper and medium-term notes .
the facilities were at arm 2019s-length terms .
interest was paid on the drawn amount of the facilities and a per annum fee was paid on the unused portion .
during the period to november 18 , 2008 , the company wrote down $ 3.3 billion on siv assets .
in order to complete the wind-down of the sivs , the company , in a nearly cashless transaction , purchased the remaining assets of the sivs at fair value , with a trade date of november 18 , 2008 .
the company funded the purchase of the siv assets by assuming the obligation to pay amounts due under the medium-term notes issued by the sivs , as the medium-term notes mature .
the net funding provided by the company to fund the purchase of the siv assets was $ 0.3 billion .
as of december 31 , 2008 , the carrying amount of the purchased siv assets was $ 16.6 billion , of which $ 16.5 billion is classified as htm assets .
investment funds the company is the investment manager for certain investment funds that invest in various asset classes including private equity , hedge funds , real estate , fixed income and infrastructure .
the company earns a management fee , which is a percentage of capital under management , and may earn performance fees .
in addition , for some of these funds the company has an ownership interest in the investment funds .
the company has also established a number of investment funds as opportunities for qualified employees to invest in private equity investments .
the company acts as investment manager to these funds and may provide employees with financing on both a recourse and non-recourse basis for a portion of the employees 2019 investment commitments. |
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dd4c25efa | skyworks solutions , inc .
notes to consolidated financial statements 2014 ( continued ) maintained a valuation allowance of $ 47.0 million .
this valuation allowance is comprised of $ 33.6 million related to u.s .
state tax credits , of which $ 3.6 million are state tax credits acquired from aati in fiscal year 2012 , and $ 13.4 million related to foreign deferred tax assets .
if these benefits are recognized in a future period the valuation allowance on deferred tax assets will be reversed and up to a $ 46.6 million income tax benefit , and up to a $ 0.4 million reduction to goodwill may be recognized .
the company will need to generate $ 209.0 million of future united states federal taxable income to utilize our united states deferred tax assets as of september 28 , 2012 .
deferred tax assets are recognized for foreign operations when management believes it is more likely than not that the deferred tax assets will be recovered during the carry forward period .
the company will continue to assess its valuation allowance in future periods .
as of september 28 , 2012 , the company has united states federal net operating loss carry forwards of approximately $ 74.3 million , including $ 29.5 million related to the acquisition of sige , which will expire at various dates through 2030 and $ 28.1 million related to the acquisition of aati , which will expire at various dates through 2031 .
the utilization of these net operating losses is subject to certain annual limitations as required under internal revenue code section 382 and similar state income tax provisions .
the company also has united states federal income tax credit carry forwards of $ 37.8 million , of which $ 30.4 million of federal income tax credit carry forwards have not been recorded as a deferred tax asset .
the company also has state income tax credit carry forwards of $ 33.6 million , for which the company has provided a valuation allowance .
the united states federal tax credits expire at various dates through 2032 .
the state tax credits relate primarily to california research tax credits which can be carried forward indefinitely .
the company has continued to expand its operations and increase its investments in numerous international jurisdictions .
these activities will increase the company 2019s earnings attributable to foreign jurisdictions .
as of september 28 , 2012 , no provision has been made for united states federal , state , or additional foreign income taxes related to approximately $ 371.5 million of undistributed earnings of foreign subsidiaries which have been or are intended to be permanently reinvested .
it is not practicable to determine the united states federal income tax liability , if any , which would be payable if such earnings were not permanently reinvested .
the company 2019s gross unrecognized tax benefits totaled $ 52.4 million and $ 32.1 million as of september 28 , 2012 and september 30 , 2011 , respectively .
of the total unrecognized tax benefits at september 28 , 2012 , $ 38.8 million would impact the effective tax rate , if recognized .
the remaining unrecognized tax benefits would not impact the effective tax rate , if recognized , due to the company 2019s valuation allowance and certain positions which were required to be capitalized .
there are no positions which the company anticipates could change within the next twelve months .
a reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows ( in thousands ) : unrecognized tax benefits .
| unrecognized tax benefits
------------------------------------------------------------------ | -------------------------
balance at september 30 2011 | $ 32136
increases based on positions related to prior years | 9004
increases based on positions related to current year | 11265
decreases relating to settlements with taxing authorities | 2014
decreases relating to lapses of applicable statutes of limitations | -25 ( 25 )
balance at september 28 2012 | $ 52380
page 114 annual report |
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dd4c0c518 | echostar communications corporation notes to consolidated financial statements - continued closing price of the class a common stock on the last business day of each calendar quarter in which such shares of class a common stock are deemed sold to an employee under the espp .
the espp shall terminate upon the first to occur of ( i ) october 1 , 2007 or ( ii ) the date on which the espp is terminated by the board of directors .
during 2000 , 2001 and 2002 employees purchased approximately 58000 ; 80000 and 108000 shares of class a common stock through the espp , respectively .
401 ( k ) employee savings plan echostar sponsors a 401 ( k ) employee savings plan ( the 201c401 ( k ) plan 201d ) for eligible employees .
voluntary employee contributions to the 401 ( k ) plan may be matched 50% ( 50 % ) by echostar , subject to a maximum annual contribution by echostar of $ 1000 per employee .
matching 401 ( k ) contributions totaled approximately $ 1.6 million , $ 2.1 million and $ 2.4 million during the years ended december 31 , 2000 , 2001 and 2002 , respectively .
echostar also may make an annual discretionary contribution to the plan with approval by echostar 2019s board of directors , subject to the maximum deductible limit provided by the internal revenue code of 1986 , as amended .
these contributions may be made in cash or in echostar stock .
forfeitures of unvested participant balances which are retained by the 401 ( k ) plan may be used to fund matching and discretionary contributions .
expense recognized relating to discretionary contributions was approximately $ 7 million , $ 225 thousand and $ 17 million during the years ended december 31 , 2000 , 2001 and 2002 , respectively .
9 .
commitments and contingencies leases future minimum lease payments under noncancelable operating leases as of december 31 , 2002 , are as follows ( in thousands ) : year ending december 31 .
2003 | $ 17274
---------------------------- | -------
2004 | 14424
2005 | 11285
2006 | 7698
2007 | 3668
thereafter | 1650
total minimum lease payments | 55999
total rent expense for operating leases approximated $ 9 million , $ 14 million and $ 16 million in 2000 , 2001 and 2002 , respectively .
purchase commitments as of december 31 , 2002 , echostar 2019s purchase commitments totaled approximately $ 359 million .
the majority of these commitments relate to echostar receiver systems and related components .
all of the purchases related to these commitments are expected to be made during 2003 .
echostar expects to finance these purchases from existing unrestricted cash balances and future cash flows generated from operations .
patents and intellectual property many entities , including some of echostar 2019s competitors , now have and may in the future obtain patents and other intellectual property rights that cover or affect products or services directly or indirectly related to those that echostar offers .
echostar may not be aware of all patents and other intellectual property rights that its products may potentially infringe .
damages in patent infringement cases can include a tripling of actual damages in certain cases .
further , echostar cannot estimate the extent to which it may be required in the future to obtain licenses with respect to |
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dd4c53f26 | respectively .
the federal tax attribute carryovers will expire after 16 to 17 years , the state after five to 10 years , and the majority of international after six years with the remaining international expiring in one year or with an indefinite carryover period .
the tax attributes being carried over arise as certain jurisdictions may have tax losses or may have inabilities to utilize certain losses without the same type of taxable income .
as of december 31 , 2013 , the company has provided $ 23 million of valuation allowance against certain of these deferred tax assets based on management's determination that it is more-likely-than-not that the tax benefits related to these assets will not be realized .
the valuation allowance was reduced in 2013 mainly due to the expiration of the tax attributes .
during 2013 , the company contributed $ 476 million to its u.s .
and international pension plans and $ 6 million to its postretirement plans .
during 2012 , the company contributed $ 1.079 billion to its u.s .
and international pension plans and $ 67 million to its postretirement plans .
during 2011 , the company contributed $ 517 million to its u.s .
and international pension plans and $ 65 million to its postretirement plans .
the current income tax provision includes a benefit for the pension contributions ; the deferred tax provision includes a cost for the related temporary difference .
reconciliation of effective income tax rate .
| 2013 | 2012 | 2011
------------------------------------------- | ---------------- | ---------------- | ----------------
statutory u.s . tax rate | 35.0% ( 35.0 % ) | 35.0% ( 35.0 % ) | 35.0% ( 35.0 % )
state income taxes - net of federal benefit | 0.9 | 0.9 | 0.7
international income taxes - net | -6.3 ( 6.3 ) | -4.2 ( 4.2 ) | -4.6 ( 4.6 )
u.s . research and development credit | -0.7 ( 0.7 ) | 2014 | -0.5 ( 0.5 )
reserves for tax contingencies | 1.2 | -1.9 ( 1.9 ) | -1.2 ( 1.2 )
domestic manufacturer 2019s deduction | -1.6 ( 1.6 ) | -1.2 ( 1.2 ) | -1.5 ( 1.5 )
all other - net | -0.4 ( 0.4 ) | 0.4 | -0.1 ( 0.1 )
effective worldwide tax rate | 28.1% ( 28.1 % ) | 29.0% ( 29.0 % ) | 27.8% ( 27.8 % )
the effective tax rate for 2013 was 28.1 percent , compared to 29.0 percent in 2012 , a decrease of 0.9 percentage points , impacted by many factors .
factors that decreased the company 2019s effective tax rate included international taxes as a result of changes to the geographic mix of income before taxes , the reinstatement of the u.s .
research and development credit in 2013 , an increase in the domestic manufacturer 2019s deduction benefit , the restoration of tax basis on certain assets for which depreciation deductions were previously limited , and other items .
combined , these factors decreased the company 2019s effective tax rate by 4.0 percentage points .
this benefit was partially offset by factors that increased the effective tax rate by 3.1 percentage points , which largely related to adjustments to 3m 2019s income tax reserves for 2013 when compared to 2012 .
the effective tax rate for 2012 was 29.0 percent , compared to 27.8 percent in 2011 , an increase of 1.2 percentage points , impacted by many factors .
the primary factors that increased the company 2019s effective tax rate year-on-year include international taxes , specifically with respect to the corporate reorganization of a wholly owned international subsidiary ( which benefited 2011 ) , state income taxes , lower domestic manufacturer 2019s deduction , and the lapse of the u.s .
research and development credit .
these and other factors , when compared to 2011 , increased the 2012 effective tax rate by 2.1 percentage points .
factors that decreased the company 2019s effective tax rate year-on-year include international taxes as a result of changes to the geographic mix of income before taxes and adjustments to its income tax reserves .
these factors , when compared to 2011 , decreased the effective tax rate 0.9 percentage points .
the company files income tax returns in the u.s .
federal jurisdiction , and various states and foreign jurisdictions .
with few exceptions , the company is no longer subject to u.s .
federal , state and local , or non-u.s .
income tax examinations by tax authorities for years before 2004 .
the irs completed its field examination of the company 2019s u.s .
federal income tax returns for the years 2005 through 2007 in the fourth quarter of 2009 .
the company protested certain irs positions within these tax years and entered into the administrative appeals process with the irs during the first quarter of 2010 .
during the first quarter of 2010 , the irs completed its field examination of the company 2019s u.s .
federal income tax return for the 2008 year .
the company protested certain irs positions for 2008 and entered into the administrative appeals process with the irs during the second quarter of 2010 .
during the first quarter of 2011 , the irs completed its field examination of the company 2019s u.s .
federal income tax return for the 2009 year .
the company protested certain irs positions for 2009 and entered into the administrative appeals process with the irs during the second quarter of 2011 .
during the first quarter of 2012 , the irs completed its field examination of the company 2019s u.s .
federal income tax return for the 2010 year .
the company protested certain irs positions for 2010 and entered into the administrative appeals process with the irs during the |
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dd4c2f5a4 | shares of citigroup common stock .
the number of shares to be delivered will equal the cse award value divided by the then fair market value of the common stock .
for cses awarded to certain employees whose compensation structure was approved by the special master , 50% ( 50 % ) of the shares to be delivered in april 2010 will be subject to restrictions on sale and transfer until january 20 , 2011 .
in lieu of 2010 cap awards , certain retirement-eligible employees were instead awarded cses payable in april 2010 , but any shares that are to be delivered in april 2010 ( subject to stockholder approval ) will be subject to restrictions on sale or transfer that will lapse in four equal annual installments beginning january 20 , 2011 .
cse awards have generally been accrued as compensation expenses in the year 2009 and will be recorded as a liability from the january 2010 grant date until the settlement date in april 2010 .
if stockholders approve delivery of citigroup stock for the cse awards , cse awards will likely be paid as new issues of common stock as an exception to the company 2019s practice of delivering shares from treasury stock , and the recorded liability will be reclassified as equity at that time .
in january 2009 , members of the management executive committee ( except the ceo and cfo ) received 30% ( 30 % ) of their incentive awards for 2008 as performance vesting-equity awards .
these awards vest 50% ( 50 % ) if the price of citigroup common stock meets a price target of $ 10.61 , and 50% ( 50 % ) for a price target of $ 17.85 , in each case on or prior to january 14 , 2013 .
the price target will be met only if the nyse closing price equals or exceeds the applicable price target for at least 20 nyse trading days within any period of 30 consecutive nyse trading days ending on or before january 14 , 2013 .
any shares that have not vested by such date will vest according to a fraction , the numerator of which is the share price on the delivery date and the denominator of which is the price target of the unvested shares .
no dividend equivalents are paid on unvested awards .
fair value of the awards is recognized as compensation expense ratably over the vesting period .
on july 17 , 2007 , the committee approved the management committee long-term incentive plan ( mc ltip ) ( pursuant to the terms of the shareholder-approved 1999 stock incentive plan ) under which participants received an equity award that could be earned based on citigroup 2019s performance against various metrics relative to peer companies and publicly- stated return on equity ( roe ) targets measured at the end of each calendar year beginning with 2007 .
the final expense for each of the three consecutive calendar years was adjusted based on the results of the roe tests .
no awards were earned for 2009 , 2008 or 2007 and no shares were issued because performance targets were not met .
no new awards were made under the mc ltip since the initial award in july 2007 .
cap participants in 2008 , 2007 , 2006 and 2005 , and fa cap participants in those years and in 2009 , could elect to receive all or part of their award in stock options .
the figures presented in the stock option program tables ( see 201cstock option programs 201d below ) include options granted in lieu of cap and fa cap stock awards in those years .
a summary of the status of citigroup 2019s unvested stock awards at december 31 , 2009 and changes during the 12 months ended december 31 , 2009 are presented below : unvested stock awards shares weighted-average grant date fair value .
unvested stock awards | shares | weighted-average grant date fair value
---------------------------- | ------------------------ | --------------------------------------
unvested at january 1 2009 | 226210859 | $ 36.23
new awards | 162193923 | $ 4.35
cancelled awards | -51873773 ( 51873773 ) | $ 26.59
deleted awards | -568377 ( 568377 ) | $ 13.91
vested awards ( 1 ) | -148011884 ( 148011884 ) | $ 25.96
unvested at december 31 2009 | 187950748 | $ 19.53
( 1 ) the weighted-average market value of the vestings during 2009 was approximately $ 3.64 per share .
at december 31 , 2009 , there was $ 1.6 billion of total unrecognized compensation cost related to unvested stock awards net of the forfeiture provision .
that cost is expected to be recognized over a weighted-average period of 1.3 years. |
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dd4bb4796 | fidelity national information services , inc .
and subsidiaries notes to consolidated financial statements - ( continued ) contingent consideration liabilities recorded in connection with business acquisitions must also be adjusted for changes in fair value until settled .
see note 3 for discussion of the capital markets company bvba ( "capco" ) contingent consideration liability .
( d ) derivative financial instruments the company accounts for derivative financial instruments in accordance with financial accounting standards board accounting standards codification ( 201cfasb asc 201d ) topic 815 , derivatives and hedging .
during 2016 , 2015 and 2014 , the company engaged in g hedging activities relating to its variable rate debt through the use of interest rate swaps .
the company designates these interest rate swaps as cash flow hedges .
the estimated fair values of the cash flow hedges are determined using level 2 type measurements .
thh ey are recorded as an asset or liability of the company and are included in the accompanying consolidated balance sheets in prepaid expenses and other current assets , other non-current assets , accounts payable and accrued liabilities or other long-term liabilities , as appropriate , and as a component of accumulated other comprehensive earnings , net of deferred taxes .
a portion of the amount included in accumulated other comprehensive earnings is recorded in interest expense as a yield adjustment as interest payments are made on then company 2019s term and revolving loans ( note 10 ) .
the company 2019s existing cash flow hedge is highly effective and there was no impact on 2016 earnings due to hedge ineffectiveness .
it is our policy to execute such instruments with credit-worthy banks and not to enter into derivative financial instruments for speculative purposes .
as of december 31 , 2016 , we believe that our interest rate swap counterparty will be able to fulfill its obligations under our agreement .
the company's foreign exchange risk management policy permits the use of derivative instruments , such as forward contracts and options , to reduce volatility in the company's results of operations and/or cash flows resulting from foreign exchange rate fluctuations .
during 2016 and 2015 , the company entered into foreign currency forward exchange contracts to hedge foreign currency exposure to intercompany loans .
as of december 31 , 2016 and 2015 , the notional amount of these derivatives was approximately $ 143 million and aa $ 81 million , respectively , and the fair value was nominal .
these derivatives have not been designated as hedges for accounting purposes .
we also use currency forward contracts to manage our exposure to fluctuations in costs caused by variations in indian rupee ( "inr" ) ii exchange rates .
as of december 31 , 2016 , the notional amount of these derivatives was approximately $ 7 million and the fair value was l less than $ 1 million , which is included in prepaid expenses and other current assets in the consolidated balance sheets .
these inr forward contracts are designated as cash flow hedges .
the fair value of these currency forward contracts is determined using currency uu exchange market rates , obtained from reliable , independent , third party banks , at the balance sheet date .
the fair value of forward rr contracts is subject to changes in currency exchange rates .
the company has no ineffectiveness related to its use of currency forward ff contracts in connection with inr cash flow hedges .
in september 2015 , the company entered into treasury lock hedges with a total notional amount of $ 1.0 billion , reducing the risk of changes in the benchmark index component of the 10-year treasury yield .
the company def signated these derivatives as cash flow hedges .
on october 13 , 2015 , in conjunction with the pricing of the $ 4.5 billion senior notes , the companyr terminated these treasury lock contracts for a cash settlement payment of $ 16 million , which was recorded as a component of other comprehensive earnings and will be reclassified as an adjustment to interest expense over the ten years during which the related interest payments that were hedged will be recognized in income .
( e ) trade receivables a summary of trade receivables , net , as of december 31 , 2016 and 2015 is as follows ( in millions ) : .
| 2016 | 2015
------------------------------- | ---------- | ----------
trade receivables 2014 billed | $ 1452 | $ 1546
trade receivables 2014 unbilled | 228 | 201
total trade receivables | 1680 | 1747
allowance for doubtful accounts | -41 ( 41 ) | -16 ( 16 )
total trade receivables net | $ 1639 | $ 1731 |
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dd497e602 | item 7 .
management 2019s discussion and analysis of financial condition and results of operations we are a global integrated energy company with significant operations in the north america , africa and europe .
our operations are organized into four reportable segments : 2022 exploration and production ( 201ce&p 201d ) which explores for , produces and markets liquid hydrocarbons and natural gas on a worldwide basis .
2022 oil sands mining ( 201cosm 201d ) which mines , extracts and transports bitumen from oil sands deposits in alberta , canada , and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas 2022 integrated gas ( 201cig 201d ) which markets and transports products manufactured from natural gas , such as liquefied natural gas ( 201clng 201d ) and methanol , on a worldwide basis .
2022 refining , marketing & transportation ( 201crm&t 201d ) which refines , markets and transports crude oil and petroleum products , primarily in the midwest , upper great plains , gulf coast and southeastern regions of the united states .
certain sections of management 2019s discussion and analysis of financial condition and results of operations include forward-looking statements concerning trends or events potentially affecting our business .
these statements typically contain words such as 201canticipates , 201d 201cbelieves , 201d 201cestimates , 201d 201cexpects , 201d 201ctargets , 201d 201cplans , 201d 201cprojects , 201d 201ccould , 201d 201cmay , 201d 201cshould , 201d 201cwould 201d or similar words indicating that future outcomes are uncertain .
in accordance with 201csafe harbor 201d provisions of the private securities litigation reform act of 1995 , these statements are accompanied by cautionary language identifying important factors , though not necessarily all such factors , which could cause future outcomes to differ materially from those set forth in the forward-looking statements .
we hold a 60 percent interest in equatorial guinea lng holdings limited ( 201cegholdings 201d ) .
as discussed in note 4 to the consolidated financial statements , effective may 1 , 2007 , we ceased consolidating egholdings .
our investment is accounted for using the equity method of accounting .
unless specifically noted , amounts presented for the integrated gas segment for periods prior to may 1 , 2007 , include amounts related to the minority interests .
management 2019s discussion and analysis of financial condition and results of operations should be read in conjunction with the information under item 1 .
business , item 1a .
risk factors , item 6 .
selected financial data and item 8 .
financial statements and supplementary data .
overview exploration and production prevailing prices for the various grades of crude oil and natural gas that we produce significantly impact our revenues and cash flows .
prices were volatile in 2009 , but not as much as in the previous year .
prices in 2009 were also lower than in recent years as illustrated by the annual averages for key benchmark prices below. .
benchmark | 2009 | 2008 | 2007
----------------------------------------------- | ------- | ------- | -------
wti crude oil ( dollars per barrel ) | $ 62.09 | $ 99.75 | $ 72.41
dated brent crude oil ( dollars per barrel ) | $ 61.67 | $ 97.26 | $ 72.39
henry hub natural gas ( dollars per mcf ) ( a ) | $ 3.99 | $ 9.04 | $ 6.86
henry hub natural gas ( dollars per mcf ) ( a ) $ 3.99 $ 9.04 $ 6.86 ( a ) first-of-month price index .
crude oil prices rose sharply through the first half of 2008 as a result of strong global demand , a declining dollar , ongoing concerns about supplies of crude oil , and geopolitical risk .
later in 2008 , crude oil prices sharply declined as the u.s .
dollar rebounded and global demand decreased as a result of economic recession .
the price decrease continued into 2009 , but reversed after dropping below $ 33.98 in february , ending the year at $ 79.36 .
our domestic crude oil production is about 62 percent sour , which means that it contains more sulfur than light sweet wti does .
sour crude oil also tends to be heavier than light sweet crude oil and sells at a discount to light sweet crude oil because of higher refining costs and lower refined product values .
our international crude oil production is relatively sweet and is generally sold in relation to the dated brent crude benchmark .
the differential between wti and dated brent average prices narrowed to $ 0.42 in 2009 compared to $ 2.49 in 2008 and $ 0.02 in 2007. |
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dd4c07cfc | incentive compensation expense ( $ 8.2 million ) and related fringe benefit costs ( $ 1.4 million ) , and higher warehousing costs due to customer requirements ( $ 2.0 million ) .
corporate overhead for the year ended december 31 , 2006 , increased $ 3.1 million , or 6.5% ( 6.5 % ) , from the year ended december 31 , 2005 .
the increase was primarily attributable to higher incentive compensation expense ( $ 2.6 million ) and other increased costs which were not individually significant .
other expense , net , decreased $ 2.1 million , or 20.1% ( 20.1 % ) for the year ended december 31 , 2006 compared to the year ended december 31 , 2005 .
the decrease was primarily due to a $ 3.1 million decrease in expenses related to the disposals of property , plant and equipment as part of planned disposals in connection with capital projects .
partially offsetting the decrease in fixed asset disposal expense was higher legal expenses ( $ 0.5 million ) and increased losses on disposals of storeroom items ( $ 0.4 million ) .
interest expense , net and income taxes interest expense , net of interest income , increased by $ 3.1 million , or 11.1% ( 11.1 % ) , for the year ended december 31 , 2006 compared to the full year 2005 , primarily as a result of higher interest expense on our variable rate debt due to higher interest rates .
pca 2019s effective tax rate was 35.8% ( 35.8 % ) for the year ended december 31 , 2006 and 40.2% ( 40.2 % ) for the year ended december 31 , 2005 .
the lower tax rate in 2006 is primarily due to a larger domestic manufacturer 2019s deduction and a reduction in the texas state tax rate .
for both years 2006 and 2005 , tax rates were higher than the federal statutory rate of 35.0% ( 35.0 % ) due to state income taxes .
year ended december 31 , 2005 compared to year ended december 31 , 2004 the historical results of operations of pca for the years ended december 31 , 2005 and 2004 are set forth below : for the year ended december 31 , ( in millions ) 2005 2004 change .
( in millions ) | for the year ended december 31 , 2005 | for the year ended december 31 , 2004 | change
-------------------------- | ------------------------------------- | ------------------------------------- | ----------------
net sales | $ 1993.7 | $ 1890.1 | $ 103.6
income from operations | $ 116.1 | $ 140.5 | $ -24.4 ( 24.4 )
interest expense net | -28.1 ( 28.1 ) | -29.6 ( 29.6 ) | 1.5
income before taxes | 88.0 | 110.9 | -22.9 ( 22.9 )
provision for income taxes | -35.4 ( 35.4 ) | -42.2 ( 42.2 ) | 6.8
net income | $ 52.6 | $ 68.7 | $ -16.1 ( 16.1 )
net sales net sales increased by $ 103.6 million , or 5.5% ( 5.5 % ) , for the year ended december 31 , 2005 from the year ended december 31 , 2004 .
net sales increased primarily due to increased sales prices and volumes of corrugated products compared to 2004 .
total corrugated products volume sold increased 4.2% ( 4.2 % ) to 31.2 billion square feet in 2005 compared to 29.9 billion square feet in 2004 .
on a comparable shipment-per-workday basis , corrugated products sales volume increased 4.6% ( 4.6 % ) in 2005 from 2004 .
excluding pca 2019s acquisition of midland container in april 2005 , corrugated products volume was 3.0% ( 3.0 % ) higher in 2005 than 2004 and up 3.4% ( 3.4 % ) compared to 2004 on a shipment-per-workday basis .
shipments-per-workday is calculated by dividing our total corrugated products volume during the year by the number of workdays within the year .
the larger percentage increase was due to the fact that 2005 had one less workday ( 250 days ) , those days not falling on a weekend or holiday , than 2004 ( 251 days ) .
containerboard sales volume to external domestic and export customers decreased 12.2% ( 12.2 % ) to 417000 tons for the year ended december 31 , 2005 from 475000 tons in 2004. |
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dd4baf0de | the company recorded equity earnings , net of taxes , related to ilim of $ 290 million in 2018 , compared with earnings of $ 183 million in 2017 , and $ 199 million in 2016 .
operating results recorded in 2018 included an after-tax non-cash foreign exchange loss of $ 82 million , compared with an after-tax foreign exchange gain of $ 15 million in 2017 and an after-tax foreign exchange gain of $ 25 million in 2016 , primarily on the remeasurement of ilim's u.s .
dollar denominated net debt .
ilim delivered outstanding performance in 2018 , driven largely by higher price realization and strong demand .
sales volumes for the joint venture increased year over year for shipments to china of softwood pulp and linerboard , but were offset by decreased sales of hardwood pulp to china .
sales volumes in the russian market increased for softwood pulp and hardwood pulp , but decreased for linerboard .
average sales price realizations were significantly higher in 2018 for sales of softwood pulp , hardwood pulp and linerboard to china and other export markets .
average sales price realizations in russian markets increased year over year for all products .
input costs were higher in 2018 , primarily for wood , fuel and chemicals .
distribution costs were negatively impacted by tariffs and inflation .
the company received cash dividends from the joint venture of $ 128 million in 2018 , $ 133 million in 2017 and $ 58 million in entering the first quarter of 2019 , sales volumes are expected to be lower than in the fourth quarter of 2018 , due to the seasonal slowdown in china and fewer trading days .
based on pricing to date in the current quarter , average sales prices are expected to decrease for hardwood pulp , softwood pulp and linerboard to china .
input costs are projected to be relatively flat , while distribution costs are expected to increase .
equity earnings - gpip international paper recorded equity earnings of $ 46 million on its 20.5% ( 20.5 % ) ownership position in gpip in 2018 .
the company received cash dividends from the investment of $ 25 million in 2018 .
liquidity and capital resources overview a major factor in international paper 2019s liquidity and capital resource planning is its generation of operating cash flow , which is highly sensitive to changes in the pricing and demand for our major products .
while changes in key cash operating costs , such as energy , raw material , mill outage and transportation costs , do have an effect on operating cash generation , we believe that our focus on pricing and cost controls has improved our cash flow generation over an operating cycle .
cash uses during 2018 were primarily focused on working capital requirements , capital spending , debt reductions and returning cash to shareholders through dividends and share repurchases under the company's share repurchase program .
cash provided by operating activities cash provided by operations , including discontinued operations , totaled $ 3.2 billion in 2018 , compared with $ 1.8 billion for 2017 , and $ 2.5 billion for 2016 .
cash used by working capital components ( accounts receivable , contract assets and inventory less accounts payable and accrued liabilities , interest payable and other ) totaled $ 439 million in 2018 , compared with cash used by working capital components of $ 402 million in 2017 , and cash provided by working capital components of $ 71 million in 2016 .
investment activities including discontinued operations , investment activities in 2018 increased from 2017 , as 2018 included higher capital spending .
in 2016 , investment activity included the purchase of weyerhaeuser's pulp business for $ 2.2 billion in cash , the purchase of the holmen business for $ 57 million in cash , net of cash acquired , and proceeds from the sale of the asia packaging business of $ 108 million , net of cash divested .
the company maintains an average capital spending target around depreciation and amortization levels , or modestly above , due to strategic plans over the course of an economic cycle .
capital spending was $ 1.6 billion in 2018 , or 118% ( 118 % ) of depreciation and amortization , compared with $ 1.4 billion in 2017 , or 98% ( 98 % ) of depreciation and amortization , and $ 1.3 billion , or 110% ( 110 % ) of depreciation and amortization in 2016 .
across our segments , capital spending as a percentage of depreciation and amortization ranged from 69.8% ( 69.8 % ) to 132.1% ( 132.1 % ) in 2018 .
the following table shows capital spending for operations by business segment for the years ended december 31 , 2018 , 2017 and 2016 , excluding amounts related to discontinued operations of $ 111 million in 2017 and $ 107 million in 2016. .
in millions | 2018 | 2017 | 2016
----------------------- | ------ | ------ | ------
industrial packaging | $ 1061 | $ 836 | $ 832
global cellulose fibers | 183 | 188 | 174
printing papers | 303 | 235 | 215
subtotal | 1547 | 1259 | 1221
corporate and other | 25 | 21 | 20
capital spending | $ 1572 | $ 1280 | $ 1241
capital expenditures in 2019 are currently expected to be about $ 1.4 billion , or 104% ( 104 % ) of depreciation and amortization , including approximately $ 400 million of strategic investments. |
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dd4ba0660 | 2000 non-employee director stock option plan ( the 201cdirector stock option plan 201d ) , and the global payments inc .
2011 incentive plan ( the 201c2011 plan 201d ) ( collectively , the 201cplans 201d ) .
we made no further grants under the 2000 plan after the 2005 plan was effective , and the director stock option plan expired by its terms on february 1 , 2011 .
we will make no future grants under the 2000 plan , the 2005 plan or the director stock option plan .
the 2011 plan permits grants of equity to employees , officers , directors and consultants .
a total of 14.0 million shares of our common stock was reserved and made available for issuance pursuant to awards granted under the 2011 plan .
the following table summarizes share-based compensation expense and the related income tax benefit recognized for our share-based awards and stock options ( in thousands ) : 2016 2015 2014 ( in thousands ) .
| 2016 | 2015 ( in thousands ) | 2014
-------------------------------- | ------- | --------------------- | -------
share-based compensation expense | $ 30809 | $ 21056 | $ 29793
income tax benefit | $ 9879 | $ 6907 | $ 7126
we grant various share-based awards pursuant to the plans under what we refer to as our 201clong-term incentive plan . 201d the awards are held in escrow and released upon the grantee 2019s satisfaction of conditions of the award certificate .
restricted stock restricted stock awards vest over a period of time , provided , however , that if the grantee is not employed by us on the vesting date , the shares are forfeited .
restricted shares cannot be sold or transferred until they have vested .
restricted stock granted before fiscal 2015 vests in equal installments on each of the first four anniversaries of the grant date .
restricted stock granted during fiscal 2015 and thereafter either vest in equal installments on each of the first three anniversaries of the grant date or cliff vest at the end of a three-year service period .
the grant date fair value of restricted stock , which is based on the quoted market value of our common stock at the closing of the award date , is recognized as share-based compensation expense on a straight-line basis over the vesting period .
performance units certain of our executives have been granted performance units under our long-term incentive plan .
performance units are performance-based restricted stock units that , after a performance period , convert into common shares , which may be restricted .
the number of shares is dependent upon the achievement of certain performance measures during the performance period .
the target number of performance units and any market-based performance measures ( 201cat threshold , 201d 201ctarget , 201d and 201cmaximum 201d ) are set by the compensation committee of our board of directors .
performance units are converted only after the compensation committee certifies performance based on pre-established goals .
the performance units granted to certain executives in fiscal 2014 were based on a one-year performance period .
after the compensation committee certified the performance results , 25% ( 25 % ) of the performance units converted to unrestricted shares .
the remaining 75% ( 75 % ) converted to restricted shares that vest in equal installments on each of the first three anniversaries of the conversion date .
the performance units granted to certain executives during fiscal 2015 and fiscal 2016 were based on a three-year performance period .
after the compensation committee certifies the performance results for the three-year period , performance units earned will convert into unrestricted common stock .
the compensation committee may set a range of possible performance-based outcomes for performance units .
depending on the achievement of the performance measures , the grantee may earn up to 200% ( 200 % ) of the target number of shares .
for awards with only performance conditions , we recognize compensation expense on a straight-line basis over the performance period using the grant date fair value of the award , which is based on the number of shares expected to be earned according to the level of achievement of performance goals .
if the number of shares expected to be earned were to change at any time during the performance period , we would make a cumulative adjustment to share-based compensation expense based on the revised number of shares expected to be earned .
global payments inc .
| 2016 form 10-k annual report 2013 83 |
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dd4b980aa | "three factor formula" ) .
the consolidated financial statements include northrop grumman management and support services allocations totaling $ 32 million for the year ended december 31 , 2011 .
shared services and infrastructure costs - this category includes costs for functions such as information technology support , systems maintenance , telecommunications , procurement and other shared services while hii was a subsidiary of northrop grumman .
these costs were generally allocated to the company using the three factor formula or based on usage .
the consolidated financial statements reflect shared services and infrastructure costs allocations totaling $ 80 million for the year ended december 31 , 2011 .
northrop grumman-provided benefits - this category includes costs for group medical , dental and vision insurance , 401 ( k ) savings plan , pension and postretirement benefits , incentive compensation and other benefits .
these costs were generally allocated to the company based on specific identification of the benefits provided to company employees participating in these benefit plans .
the consolidated financial statements include northrop grumman- provided benefits allocations totaling $ 169 million for the year ended december 31 , 2011 .
management believes that the methods of allocating these costs are reasonable , consistent with past practices , and in conformity with cost allocation requirements of cas or the far .
related party sales and cost of sales prior to the spin-off , hii purchased and sold certain products and services from and to other northrop grumman entities .
purchases of products and services from these affiliated entities , which were recorded at cost , were $ 44 million for the year ended december 31 , 2011 .
sales of products and services to these entities were $ 1 million for the year ended december 31 , 2011 .
former parent's equity in unit transactions between hii and northrop grumman prior to the spin-off have been included in the consolidated financial statements and were effectively settled for cash at the time the transaction was recorded .
the net effect of the settlement of these transactions is reflected as former parent's equity in unit in the consolidated statement of changes in equity .
21 .
unaudited selected quarterly data unaudited quarterly financial results for the years ended december 31 , 2013 and 2012 , are set forth in the following tables: .
( $ in millions except per share amounts ) | year ended december 31 2013 1st qtr | year ended december 31 2013 2nd qtr | year ended december 31 2013 3rd qtr | year ended december 31 2013 4th qtr
------------------------------------------ | ----------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
sales and service revenues | $ 1562 | $ 1683 | $ 1637 | $ 1938
operating income ( loss ) | 95 | 116 | 127 | 174
earnings ( loss ) before income taxes | 65 | 87 | 99 | 143
net earnings ( loss ) | 44 | 57 | 69 | 91
dividends declared per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.20
basic earnings ( loss ) per share | $ 0.88 | $ 1.14 | $ 1.38 | $ 1.86
diluted earnings ( loss ) per share | $ 0.87 | $ 1.12 | $ 1.36 | $ 1.82 |
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dd4bf30e0 | mfc 2019s operating profit for 2013 increased $ 175 million , or 14% ( 14 % ) , compared to 2012 .
the increase was primarily attributable to higher operating profit of approximately $ 85 million for air and missile defense programs ( thaad and pac-3 ) due to increased risk retirements and volume ; about $ 85 million for fire control programs ( sniper ae , lantirn ae and apache ) due to increased risk retirements and higher volume ; and approximately $ 75 million for tactical missile programs ( hellfire and various programs ) due to increased risk retirements .
the increases were partially offset by lower operating profit of about $ 45 million for the resolution of contractual matters in the second quarter of 2012 ; and approximately $ 15 million for various technical services programs due to lower volume partially offset by increased risk retirements .
adjustments not related to volume , including net profit booking rate adjustments and other matters , were approximately $ 100 million higher for 2013 compared to 2012 .
2012 compared to 2011 mfc 2019s net sales for 2012 were comparable to 2011 .
net sales decreased approximately $ 130 million due to lower volume and risk retirements on various services programs , and about $ 60 million due to lower volume from fire control systems programs ( primarily sniper ae ; lantirn ae ; and apache ) .
the decreases largely were offset by higher net sales of approximately $ 95 million due to higher volume from tactical missile programs ( primarily javelin and hellfire ) and approximately $ 80 million for air and missile defense programs ( primarily pac-3 and thaad ) .
mfc 2019s operating profit for 2012 increased $ 187 million , or 17% ( 17 % ) , compared to 2011 .
the increase was attributable to higher risk retirements and volume of about $ 95 million from tactical missile programs ( primarily javelin and hellfire ) ; increased risk retirements and volume of approximately $ 60 million for air and missile defense programs ( primarily thaad and pac-3 ) ; and about $ 45 million from a resolution of contractual matters .
partially offsetting these increases was lower risk retirements and volume on various programs , including $ 25 million for services programs .
adjustments not related to volume , including net profit booking rate adjustments and other matters described above , were approximately $ 145 million higher for 2012 compared to 2011 .
backlog backlog increased in 2013 compared to 2012 mainly due to higher orders on the thaad program and lower sales volume compared to new orders on certain fire control systems programs in 2013 , partially offset by lower orders on technical services programs and certain tactical missile programs .
backlog increased in 2012 compared to 2011 mainly due to increased orders and lower sales on fire control systems programs ( primarily lantirn ae and sniper ae ) and on various services programs , partially offset by lower orders and higher sales volume on tactical missiles programs .
trends we expect mfc 2019s net sales to be flat to slightly down in 2014 compared to 2013 , primarily due to a decrease in net sales on technical services programs partially offset by an increase in net sales from missiles and fire control programs .
operating profit is expected to decrease in the high single digit percentage range , driven by a reduction in expected risk retirements in 2014 .
accordingly , operating profit margin is expected to slightly decline from 2013 .
mission systems and training our mst business segment provides ship and submarine mission and combat systems ; mission systems and sensors for rotary and fixed-wing aircraft ; sea and land-based missile defense systems ; radar systems ; littoral combat ships ; simulation and training services ; and unmanned systems and technologies .
mst 2019s major programs include aegis combat system ( aegis ) , lcs , mh-60 , tpq-53 radar system , and mk-41 vertical launching system ( vls ) .
mst 2019s operating results included the following ( in millions ) : .
| 2013 | 2012 | 2011
------------------- | ---------------- | -------------- | --------------
net sales | $ 7153 | $ 7579 | $ 7132
operating profit | 905 | 737 | 645
operating margins | 12.7% ( 12.7 % ) | 9.7% ( 9.7 % ) | 9.0% ( 9.0 % )
backlog at year-end | 10800 | 10700 | 10500
2013 compared to 2012 mst 2019s net sales for 2013 decreased $ 426 million , or 6% ( 6 % ) , compared to 2012 .
the decrease was primarily attributable to lower net sales of approximately $ 275 million for various ship and aviation systems programs due to lower volume |
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dd4bb416a | entergy gulf states , inc .
management's financial discussion and analysis .
| ( in millions )
------------------------------- | ---------------
2003 net revenue | $ 1110.1
volume/weather | 26.7
net wholesale revenue | 13.0
summer capacity charges | 5.5
price applied to unbilled sales | 4.8
fuel recovery revenues | -14.2 ( 14.2 )
other | 3.9
2004 net revenue | $ 1149.8
the volume/weather variance resulted primarily from an increase of 1179 gwh in electricity usage in the industrial sector .
billed usage also increased a total of 291 gwh in the residential , commercial , and governmental sectors .
the increase in net wholesale revenue is primarily due to an increase in sales volume to municipal and co-op customers .
summer capacity charges variance is due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of the amortization in 2004 .
the amortization of these capacity charges began in june 2002 and ended in may 2003 .
the price applied to unbilled sales variance resulted primarily from an increase in the fuel price applied to unbilled sales .
fuel recovery revenues represent an under-recovery of fuel charges that are recovered in base rates .
entergy gulf states recorded $ 22.6 million of provisions in 2004 for potential rate refunds .
these provisions are not included in the net revenue table above because they are more than offset by provisions recorded in 2003 .
gross operating revenues , fuel and purchased power expenses , and other regulatory credits gross operating revenues increased primarily due to an increase of $ 187.8 million in fuel cost recovery revenues as a result of higher fuel rates in both the louisiana and texas jurisdictions .
the increases in volume/weather and wholesale revenue , discussed above , also contributed to the increase .
fuel and purchased power expenses increased primarily due to : 2022 increased recovery of deferred fuel costs due to higher fuel rates ; 2022 increases in the market prices of natural gas , coal , and purchased power ; and 2022 an increase in electricity usage , discussed above .
other regulatory credits increased primarily due to the amortization in 2003 of deferred capacity charges for the summer of 2001 compared to the absence of amortization in 2004 .
the amortization of these charges began in june 2002 and ended in may 2003 .
2003 compared to 2002 net revenue , which is entergy gulf states' measure of gross margin , consists of operating revenues net of : 1 ) fuel , fuel-related , and purchased power expenses and 2 ) other regulatory credits .
following is an analysis of the change in net revenue comparing 2003 to 2002. |
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dd4b8a6b2 | table of contents research and development expense ( 201cr&d 201d ) r&d expense increased 34% ( 34 % ) or $ 449 million to $ 1.8 billion in 2010 compared to 2009 .
this increase was due primarily to an increase in headcount and related expenses in the current year to support expanded r&d activities .
also contributing to this increase in r&d expense in 2010 was the capitalization in 2009 of software development costs of $ 71 million related to mac os x snow leopard .
although total r&d expense increased 34% ( 34 % ) during 2010 , it declined as a percentage of net sales given the 52% ( 52 % ) year-over-year increase in net sales in 2010 .
the company continues to believe that focused investments in r&d are critical to its future growth and competitive position in the marketplace and are directly related to timely development of new and enhanced products that are central to the company 2019s core business strategy .
as such , the company expects to make further investments in r&d to remain competitive .
r&d expense increased 20% ( 20 % ) or $ 224 million to $ 1.3 billion in 2009 compared to 2008 .
this increase was due primarily to an increase in headcount in 2009 to support expanded r&d activities and higher stock-based compensation expenses .
additionally , $ 71 million of software development costs were capitalized related to mac os x snow leopard and excluded from r&d expense during 2009 , compared to $ 11 million of software development costs capitalized during 2008 .
although total r&d expense increased 20% ( 20 % ) during 2009 , it remained relatively flat as a percentage of net sales given the 14% ( 14 % ) increase in revenue in 2009 .
selling , general and administrative expense ( 201csg&a 201d ) sg&a expense increased $ 1.4 billion or 33% ( 33 % ) to $ 5.5 billion in 2010 compared to 2009 .
this increase was due primarily to the company 2019s continued expansion of its retail segment , higher spending on marketing and advertising programs , increased stock-based compensation expenses and variable costs associated with the overall growth of the company 2019s net sales .
sg&a expenses increased $ 388 million or 10% ( 10 % ) to $ 4.1 billion in 2009 compared to 2008 .
this increase was due primarily to the company 2019s continued expansion of its retail segment in both domestic and international markets , higher stock-based compensation expense and higher spending on marketing and advertising .
other income and expense other income and expense for the three years ended september 25 , 2010 , are as follows ( in millions ) : total other income and expense decreased $ 171 million or 52% ( 52 % ) to $ 155 million during 2010 compared to $ 326 million and $ 620 million in 2009 and 2008 , respectively .
the overall decrease in other income and expense is attributable to the significant declines in interest rates on a year- over-year basis , partially offset by the company 2019s higher cash , cash equivalents and marketable securities balances .
the weighted average interest rate earned by the company on its cash , cash equivalents and marketable securities was 0.75% ( 0.75 % ) , 1.43% ( 1.43 % ) and 3.44% ( 3.44 % ) during 2010 , 2009 and 2008 , respectively .
additionally the company incurred higher premium expenses on its foreign exchange option contracts , which further reduced the total other income and expense .
during 2010 , 2009 and 2008 , the company had no debt outstanding and accordingly did not incur any related interest expense .
provision for income taxes the company 2019s effective tax rates were 24% ( 24 % ) , 32% ( 32 % ) and 32% ( 32 % ) for 2010 , 2009 and 2008 , respectively .
the company 2019s effective rates for these periods differ from the statutory federal income tax rate of 35% ( 35 % ) due .
| 2010 | 2009 | 2008
------------------------------ | ------------ | ---------- | ----------
interest income | $ 311 | $ 407 | $ 653
other income ( expense ) net | -156 ( 156 ) | -81 ( 81 ) | -33 ( 33 )
total other income and expense | $ 155 | $ 326 | $ 620 |
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dd497a3f4 | part ii item 5 2014market for registrant 2019s common equity and related stockholder matters market information .
the common stock of the company is currently traded on the new york stock exchange ( nyse ) under the symbol 2018 2018aes . 2019 2019 the following tables set forth the high and low sale prices for the common stock as reported by the nyse for the periods indicated .
price range of common stock .
2002 first quarter | high $ 17.84 | low $ 4.11 | 2001 first quarter | high $ 60.15 | low $ 41.30
------------------ | ------------ | ---------- | ------------------ | ------------ | -----------
second quarter | 9.17 | 3.55 | second quarter | 52.25 | 39.95
third quarter | 4.61 | 1.56 | third quarter | 44.50 | 12.00
fourth quarter | 3.57 | 0.95 | fourth quarter | 17.80 | 11.60
holders .
as of march 3 , 2003 , there were 9663 record holders of the company 2019s common stock , par value $ 0.01 per share .
dividends .
under the terms of the company 2019s senior secured credit facilities entered into with a commercial bank syndicate , the company is not allowed to pay cash dividends .
in addition , the company is precluded from paying cash dividends on its common stock under the terms of a guaranty to the utility customer in connection with the aes thames project in the event certain net worth and liquidity tests of the company are not met .
the ability of the company 2019s project subsidiaries to declare and pay cash dividends to the company is subject to certain limitations in the project loans , governmental provisions and other agreements entered into by such project subsidiaries .
securities authorized for issuance under equity compensation plans .
see the information contained under the caption 2018 2018securities authorized for issuance under equity compensation plans 2019 2019 of the proxy statement for the annual meeting of stockholders of the registrant to be held on may 1 , 2003 , which information is incorporated herein by reference. |
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dd4bd06a8 | financial assurance we must provide financial assurance to governmental agencies and a variety of other entities under applicable environmental regulations relating to our landfill operations for capping , closure and post-closure costs , and related to our performance under certain collection , landfill and transfer station contracts .
we satisfy these financial assurance requirements by providing surety bonds , letters of credit , or insurance policies ( financial assurance instruments ) , or trust deposits , which are included in restricted cash and marketable securities and other assets in our consolidated balance sheets .
the amount of the financial assurance requirements for capping , closure and post-closure costs is determined by applicable state environmental regulations .
the financial assurance requirements for capping , closure and post-closure costs may be associated with a portion of the landfill or the entire landfill .
generally , states require a third-party engineering specialist to determine the estimated capping , closure and post-closure costs that are used to determine the required amount of financial assurance for a landfill .
the amount of financial assurance required can , and generally will , differ from the obligation determined and recorded under u.s .
gaap .
the amount of the financial assurance requirements related to contract performance varies by contract .
additionally , we must provide financial assurance for our insurance program and collateral for certain performance obligations .
we do not expect a material increase in financial assurance requirements during 2015 , although the mix of financial assurance instruments may change .
these financial assurance instruments are issued in the normal course of business and are not considered indebtedness .
because we currently have no liability for the financial assurance instruments , they are not reflected in our consolidated balance sheets ; however , we record capping , closure and post-closure liabilities and insurance liabilities as they are incurred .
the underlying obligations of the financial assurance instruments , in excess of those already reflected in our consolidated balance sheets , would be recorded if it is probable that we would be unable to fulfill our related obligations .
we do not expect this to occur .
off-balance sheet arrangements we have no off-balance sheet debt or similar obligations , other than operating leases and financial assurances , which are not classified as debt .
we have no transactions or obligations with related parties that are not disclosed , consolidated into or reflected in our reported financial position or results of operations .
we have not guaranteed any third-party debt .
free cash flow we define free cash flow , which is not a measure determined in accordance with u.s .
gaap , as cash provided by operating activities less purchases of property and equipment , plus proceeds from sales of property and equipment , as presented in our consolidated statements of cash flows .
the following table calculates our free cash flow for the years ended december 31 , 2014 , 2013 and 2012 ( in millions of dollars ) : .
| 2014 | 2013 | 2012
--------------------------------------------- | ---------------- | ---------------- | ----------------
cash provided by operating activities | $ 1529.8 | $ 1548.2 | $ 1513.8
purchases of property and equipment | -862.5 ( 862.5 ) | -880.8 ( 880.8 ) | -903.5 ( 903.5 )
proceeds from sales of property and equipment | 35.7 | 23.9 | 28.7
free cash flow | $ 703.0 | $ 691.3 | $ 639.0
for a discussion of the changes in the components of free cash flow , you should read our discussion regarding cash flows provided by operating activities and cash flows used in investing activities contained elsewhere in this management 2019s discussion and analysis of financial condition and results of operations. |
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dd4bd1d0a | mastercard incorporated notes to consolidated financial statements 2014 ( continued ) ( in thousands , except percent and per share data ) the following table summarizes expected benefit payments through 2018 including those payments expected to be paid from the company 2019s general assets .
since the majority of the benefit payments are made in the form of lump-sum distributions , actual benefit payments may differ from expected benefits payments. .
2009 | $ 19766
-------------- | -------
2010 | 18182
2011 | 25518
2012 | 21029
2013 | 24578
2014 2013 2018 | 118709
substantially all of the company 2019s u.s .
employees are eligible to participate in a defined contribution savings plan ( the 201csavings plan 201d ) sponsored by the company .
the savings plan allows employees to contribute a portion of their base compensation on a pre-tax and after-tax basis in accordance with specified guidelines .
the company matches a percentage of employees 2019 contributions up to certain limits .
in 2007 and prior years , the company could also contribute to the savings plan a discretionary profit sharing component linked to company performance during the prior year .
beginning in 2008 , the discretionary profit sharing amount related to 2007 company performance was paid directly to employees as a short-term cash incentive bonus rather than as a contribution to the savings plan .
in addition , the company has several defined contribution plans outside of the united states .
the company 2019s contribution expense related to all of its defined contribution plans was $ 35341 , $ 26996 and $ 43594 for 2008 , 2007 and 2006 , respectively .
the company had a value appreciation program ( 201cvap 201d ) , which was an incentive compensation plan established in 1995 .
annual awards were granted to vap participants from 1995 through 1998 , which entitled participants to the net appreciation on a portfolio of securities of members of mastercard international .
in 1999 , the vap was replaced by an executive incentive plan ( 201ceip 201d ) and the senior executive incentive plan ( 201cseip 201d ) ( together the 201ceip plans 201d ) ( see note 16 ( share based payments and other benefits ) ) .
contributions to the vap have been discontinued , all plan assets have been disbursed and no vap liability remained as of december 31 , 2008 .
the company 2019s liability related to the vap at december 31 , 2007 was $ 986 .
the expense ( benefit ) was $ ( 6 ) , $ ( 267 ) and $ 3406 for the years ended december 31 , 2008 , 2007 and 2006 , respectively .
note 12 .
postemployment and postretirement benefits the company maintains a postretirement plan ( the 201cpostretirement plan 201d ) providing health coverage and life insurance benefits for substantially all of its u.s .
employees and retirees hired before july 1 , 2007 .
the company amended the life insurance benefits under the postretirement plan effective january 1 , 2007 .
the impact , net of taxes , of this amendment was an increase of $ 1715 to accumulated other comprehensive income in 2007. |
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dd4b95cc4 | performance graph the performance graph below shows the five-year cumulative total stockholder return on applied common stock during the period from october 25 , 2009 through october 26 , 2014 .
this is compared with the cumulative total return of the standard & poor 2019s 500 stock index and the rdg semiconductor composite index over the same period .
the comparison assumes $ 100 was invested on october 25 , 2009 in applied common stock and in each of the foregoing indices and assumes reinvestment of dividends , if any .
dollar amounts in the graph are rounded to the nearest whole dollar .
the performance shown in the graph represents past performance and should not be considered an indication of future performance .
comparison of 5 year cumulative total return* among applied materials , inc. , the s&p 500 index 201cs&p 201d is a registered trademark of standard & poor 2019s financial services llc , a subsidiary of the mcgraw-hill companies , inc. .
| 10/25/2009 | 10/31/2010 | 10/30/2011 | 10/28/2012 | 10/27/2013 | 10/26/2014
--------------------------------- | ---------- | ---------- | ---------- | ---------- | ---------- | ----------
applied materials | 100.00 | 97.43 | 101.85 | 88.54 | 151.43 | 183.29
s&p 500 index | 100.00 | 116.52 | 125.94 | 145.09 | 184.52 | 216.39
rdg semiconductor composite index | 100.00 | 121.00 | 132.42 | 124.95 | 163.20 | 207.93
dividends during fiscal 2014 , applied 2019s board of directors declared four quarterly cash dividends of $ 0.10 per share each .
during fiscal 2013 , applied 2019s board of directors declared three quarterly cash dividends of $ 0.10 per share each and one quarterly cash dividend of $ 0.09 per share .
during fiscal 2012 , applied 2019s board of directors declared three quarterly cash dividends of $ 0.09 per share each and one quarterly cash dividend of $ 0.08 .
dividends declared during fiscal 2014 , 2013 and 2012 totaled $ 487 million , $ 469 million and $ 438 million , respectively .
applied currently anticipates that it will continue to pay cash dividends on a quarterly basis in the future , although the declaration and amount of any future cash dividends are at the discretion of the board of directors and will depend on applied 2019s financial condition , results of operations , capital requirements , business conditions and other factors , as well as a determination that cash dividends are in the best interests of applied 2019s stockholders .
$ 100 invested on 10/25/09 in stock or 10/31/09 in index , including reinvestment of dividends .
indexes calculated on month-end basis .
and the rdg semiconductor composite index 183145 97 102 121 132 10/25/09 10/31/10 10/30/11 10/28/12 10/27/13 10/26/14 applied materials , inc .
s&p 500 rdg semiconductor composite |
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dd4bbe714 | recourse and repurchase obligations as discussed in note 3 loans sale and servicing activities and variable interest entities , pnc has sold commercial mortgage and residential mortgage loans directly or indirectly in securitizations and whole-loan sale transactions with continuing involvement .
one form of continuing involvement includes certain recourse and loan repurchase obligations associated with the transferred assets in these transactions .
commercial mortgage loan recourse obligations we originate , close and service certain multi-family commercial mortgage loans which are sold to fnma under fnma 2019s dus program .
we participated in a similar program with the fhlmc .
under these programs , we generally assume up to a one-third pari passu risk of loss on unpaid principal balances through a loss share arrangement .
at december 31 , 2011 and december 31 , 2010 , the unpaid principal balance outstanding of loans sold as a participant in these programs was $ 13.0 billion and $ 13.2 billion , respectively .
the potential maximum exposure under the loss share arrangements was $ 4.0 billion at both december 31 , 2011 and december 31 , 2010 .
we maintain a reserve for estimated losses based upon our exposure .
the reserve for losses under these programs totaled $ 47 million and $ 54 million as of december 31 , 2011 and december 31 , 2010 , respectively , and is included in other liabilities on our consolidated balance sheet .
if payment is required under these programs , we would not have a contractual interest in the collateral underlying the mortgage loans on which losses occurred , although the value of the collateral is taken into account in determining our share of such losses .
our exposure and activity associated with these recourse obligations are reported in the corporate & institutional banking segment .
analysis of commercial mortgage recourse obligations .
in millions | 2011 | 2010
-------------------------------------------- | -------- | ----------
january 1 | $ 54 | $ 71
reserve adjustments net | 1 | 9
losses 2013 loan repurchases and settlements | -8 ( 8 ) | -2 ( 2 )
loan sales | | -24 ( 24 )
december 31 | $ 47 | $ 54
residential mortgage loan and home equity repurchase obligations while residential mortgage loans are sold on a non-recourse basis , we assume certain loan repurchase obligations associated with mortgage loans we have sold to investors .
these loan repurchase obligations primarily relate to situations where pnc is alleged to have breached certain origination covenants and representations and warranties made to purchasers of the loans in the respective purchase and sale agreements .
residential mortgage loans covered by these loan repurchase obligations include first and second-lien mortgage loans we have sold through agency securitizations , non-agency securitizations , and whole-loan sale transactions .
as discussed in note 3 in this report , agency securitizations consist of mortgage loans sale transactions with fnma , fhlmc , and gnma , while non-agency securitizations and whole-loan sale transactions consist of mortgage loans sale transactions with private investors .
our historical exposure and activity associated with agency securitization repurchase obligations has primarily been related to transactions with fnma and fhlmc , as indemnification and repurchase losses associated with fha and va-insured and uninsured loans pooled in gnma securitizations historically have been minimal .
repurchase obligation activity associated with residential mortgages is reported in the residential mortgage banking segment .
pnc 2019s repurchase obligations also include certain brokered home equity loans/lines that were sold to a limited number of private investors in the financial services industry by national city prior to our acquisition .
pnc is no longer engaged in the brokered home equity lending business , and our exposure under these loan repurchase obligations is limited to repurchases of whole-loans sold in these transactions .
repurchase activity associated with brokered home equity loans/lines is reported in the non-strategic assets portfolio segment .
loan covenants and representations and warranties are established through loan sale agreements with various investors to provide assurance that pnc has sold loans to investors of sufficient investment quality .
key aspects of such covenants and representations and warranties include the loan 2019s compliance with any applicable loan criteria established by the investor , including underwriting standards , delivery of all required loan documents to the investor or its designated party , sufficient collateral valuation , and the validity of the lien securing the loan .
as a result of alleged breaches of these contractual obligations , investors may request pnc to indemnify them against losses on certain loans or to repurchase loans .
these investor indemnification or repurchase claims are typically settled on an individual loan basis through make- whole payments or loan repurchases ; however , on occasion we may negotiate pooled settlements with investors .
indemnifications for loss or loan repurchases typically occur when , after review of the claim , we agree insufficient evidence exists to dispute the investor 2019s claim that a breach of a loan covenant and representation and warranty has occurred , such breach has not been cured , and the effect of such breach is deemed to have had a material and adverse effect on the value of the transferred loan .
depending on the sale agreement and upon proper notice from the investor , we typically respond to such indemnification and repurchase requests within 60 days , although final resolution of the claim may take a longer period of time .
with the exception of the sales the pnc financial services group , inc .
2013 form 10-k 199 |
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dd4bdb3be | there is no goodwill assigned to reporting units within the balance sheet management segment .
the following table shows the amount of goodwill allocated to each of the reporting units and the fair value as a percentage of book value for the reporting units in the trading and investing segment ( dollars in millions ) : .
reporting unit | december 31 2012 goodwill | december 31 2012 % ( % ) of fair value to book value
---------------- | ------------------------- | -----------------------------------------------------
retail brokerage | $ 1791.8 | 190% ( 190 % )
market making | 142.4 | 115% ( 115 % )
total goodwill | $ 1934.2 |
we also evaluate the remaining useful lives on intangible assets each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization .
other intangible assets have a weighted average remaining useful life of 13 years .
we did not recognize impairment on our other intangible assets in the periods presented .
effects if actual results differ if our estimates of fair value for the reporting units change due to changes in our business or other factors , we may determine that an impairment charge is necessary .
estimates of fair value are determined based on a complex model using estimated future cash flows and company comparisons .
if actual cash flows are less than estimated future cash flows used in the annual assessment , then goodwill would have to be tested for impairment .
the estimated fair value of the market making reporting unit as a percentage of book value was approximately 115% ( 115 % ) ; therefore , if actual cash flows are less than our estimated cash flows , goodwill impairment could occur in the market making reporting unit in the future .
these cash flows will be monitored closely to determine if a further evaluation of potential impairment is necessary so that impairment could be recognized in a timely manner .
in addition , following the review of order handling practices and pricing for order flow between e*trade securities llc and gi execution services , llc , our regulators may initiate investigations into our historical practices which could subject us to monetary penalties and cease-and-desist orders , which could also prompt claims by customers of e*trade securities llc .
any of these actions could materially and adversely affect our market making and trade execution businesses , which could impact future cash flows and could result in goodwill impairment .
intangible assets are amortized over their estimated useful lives .
if changes in the estimated underlying revenue occur , impairment or a change in the remaining life may need to be recognized .
estimates of effective tax rates , deferred taxes and valuation allowance description in preparing the consolidated financial statements , we calculate income tax expense ( benefit ) based on our interpretation of the tax laws in the various jurisdictions where we conduct business .
this requires us to estimate current tax obligations and the realizability of uncertain tax positions and to assess temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities .
these differences result in deferred tax assets and liabilities , the net amount of which we show as other assets or other liabilities on the consolidated balance sheet .
we must also assess the likelihood that each of the deferred tax assets will be realized .
to the extent we believe that realization is not more likely than not , we establish a valuation allowance .
when we establish a valuation allowance or increase this allowance in a reporting period , we generally record a corresponding tax expense in the consolidated statement of income ( loss ) .
conversely , to the extent circumstances indicate that a valuation allowance is no longer necessary , that portion of the valuation allowance is reversed , which generally reduces overall income tax expense .
at december 31 , 2012 we had net deferred tax assets of $ 1416.2 million , net of a valuation allowance ( on state , foreign country and charitable contribution deferred tax assets ) of $ 97.8 million. |
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dd497502a | the selection and disclosure of our critical accounting estimates have been discussed with our audit committee .
the following is a discussion of the more significant assumptions , estimates , accounting policies and methods used in the preparation of our consolidated financial statements : 2022 revenue recognition - we recognize revenue when persuasive evidence of an arrangement exists , delivery of product has occurred , the sales price is fixed or determinable and collectability is reasonably assured .
for our company , this means that revenue is recognized when title and risk of loss is transferred to our customers .
title transfers to our customers upon shipment or upon receipt at the customer's location as determined by the sales terms for each transaction .
the company estimates the cost of sales returns based on historical experience , and these estimates are normally immaterial .
2022 goodwill and non-amortizable intangible assets valuation - we test goodwill and non-amortizable intangible assets for impairment annually or more frequently if events occur that would warrant such review .
we perform our annual impairment analysis in the first quarter of each year .
while the company has the option to perform a qualitative assessment for both goodwill and non-amortizable intangible assets to determine if it is more likely than not that an impairment exists , the company elects to perform the quantitative assessment for our annual impairment analysis .
the impairment analysis involves comparing the fair value of each reporting unit or non-amortizable intangible asset to the carrying value .
if the carrying value exceeds the fair value , goodwill or a non-amortizable intangible asset is considered impaired .
to determine the fair value of goodwill , we primarily use a discounted cash flow model , supported by the market approach using earnings multiples of comparable global and local companies within the tobacco industry .
at december 31 , 2015 , the carrying value of our goodwill was $ 7.4 billion , which is related to ten reporting units , each of which is comprised of a group of markets with similar economic characteristics .
the estimated fair value of our ten reporting units exceeded the carrying value as of december 31 , 2015 .
to determine the fair value of non-amortizable intangible assets , we primarily use a discounted cash flow model applying the relief-from-royalty method .
we concluded that the fair value of our non-amortizable intangible assets exceeded the carrying value , and any reasonable movement in the assumptions would not result in an impairment .
these discounted cash flow models include management assumptions relevant for forecasting operating cash flows , which are subject to changes in business conditions , such as volumes and prices , costs to produce , discount rates and estimated capital needs .
management considers historical experience and all available information at the time the fair values are estimated , and we believe these assumptions are consistent with the assumptions a hypothetical marketplace participant would use .
since the march 28 , 2008 , spin-off from altria , we have not recorded a charge to earnings for an impairment of goodwill or non-amortizable intangible assets .
2022 marketing and advertising costs - we incur certain costs to support our products through programs which include advertising , marketing , consumer engagement and trade promotions .
the costs of our advertising and marketing programs are expensed in accordance with u.s .
gaap .
recognition of the cost related to our consumer engagement and trade promotion programs contain uncertainties due to the judgment required in estimating the potential performance and compliance for each program .
for volume-based incentives provided to customers , management continually assesses and estimates , by customer , the likelihood of the customer achieving the specified targets and records the reduction of revenue as the sales are made .
for other trade promotions , management relies on estimated utilization rates that have been developed from historical experience .
changes in the assumptions used in estimating the cost of any individual marketing program would not result in a material change in our financial position , results of operations or operating cash flows .
we have not made any material changes in the accounting methodology used to estimate our marketing programs during the past three years .
2022 employee benefit plans - as discussed in item 8 , note 13 .
benefit plans to our consolidated financial statements , we provide a range of benefits to our employees and retired employees , including pensions , postretirement health care and postemployment benefits ( primarily severance ) .
we record annual amounts relating to these plans based on calculations specified by u.s .
gaap .
these calculations include various actuarial assumptions , such as discount rates , assumed rates of return on plan assets , compensation increases , mortality , turnover rates and health care cost trend rates .
we review actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so .
as permitted by u.s .
gaap , any effect of the modifications is generally amortized over future periods .
we believe that the assumptions utilized in calculating our obligations under these plans are reasonable based upon our historical experience and advice from our actuaries .
weighted-average discount rate assumptions for pensions and postretirement plans are as follows: .
| 2015 | 2014
----------------------- | ---------------- | ----------------
u.s . pension plans | 4.30% ( 4.30 % ) | 3.95% ( 3.95 % )
non-u.s . pension plans | 1.68% ( 1.68 % ) | 1.92% ( 1.92 % )
postretirement plans | 4.45% ( 4.45 % ) | 4.20% ( 4.20 % )
we anticipate that assumption changes , coupled with decreased amortization of deferred losses , will decrease 2016 pre-tax u.s .
and non- u.s .
pension and postretirement expense to approximately $ 209 million as compared with approximately $ 240 million in 2015 , excluding |
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dd4972fd2 | hologic , inc .
notes to consolidated financial statements ( continued ) ( in thousands , except per share data ) acquisition and the adjustments did not have a material impact on the company 2019s financial position or results of operation .
there have no other material changes to the purchase price allocation as disclosed in the company 2019s form 10-k for the year ended september 30 , 2006 .
as part of the purchase price allocation , all intangible assets that were a part of the acquisition were identified and valued .
it was determined that only customer relationship , trade name , developed technology and know how and in-process research and development had separately identifiable values .
customer relationship represents r2 2019s strong active customer base , dominant market position and strong partnership with several large companies .
trade name represents the r2 product names that the company intends to continue to use .
order backlog consists of customer orders for which revenue has not yet been recognized .
developed technology and know how represents currently marketable purchased products that the company continues to resell as well as utilize to enhance and incorporate into the company 2019s existing products .
the estimated $ 10200 of purchase price allocated to in-process research and development projects primarily related to r2 2019s digital cad products .
the projects added direct digital algorithm capabilities as well as a new platform technology to analyze images and breast density measurement .
the projects were substantially completed as planned in fiscal 2007 .
the deferred income tax asset relates to the tax effect of acquired net operating loss carry forwards that the company believes are realizable partially offset by acquired identifiable intangible assets , and fair value adjustments to acquired inventory as such amounts are not deductible for tax purposes .
acquisition of suros surgical systems , inc .
on july 27 , 2006 , the company completed the acquisition of suros surgical systems , inc .
( suros ) , pursuant to an agreement and plan of merger dated april 17 , 2006 .
the results of operations for suros have been included in the company 2019s consolidated financial statements from the date of acquisition as part of its mammography/breast care business segment .
suros , located in indianapolis , indiana , develops , manufactures and sells minimally invasive interventional breast biopsy technology and products for biopsy , tissue removal and biopsy site marking .
the initial aggregate purchase price for suros of approximately $ 248100 ( subject to adjustment ) consisted of 2300 shares of hologic common stock valued at $ 106500 , cash paid of $ 139000 , and approximately $ 2600 for acquisition related fees and expenses .
the company determined the fair value of the shares issued in connection with the acquisition in accordance with eitf issue no .
99-12 , determination of the measurement date for the market price of acquirer securities issued in a purchase business combination .
the components and allocation of the purchase price , consists of the following approximate amounts: .
net tangible assets acquired as of july 27 2006 | $ 11800
----------------------------------------------- | ----------------
in-process research and development | 4900
developed technology and know how | 46000
customer relationship | 17900
trade name | 5800
deferred income taxes | -21300 ( 21300 )
goodwill | 202000
estimated purchase price | $ 267100
the acquisition also provides for a two-year earn out .
the earn-out is payable in two annual cash installments equal to the incremental revenue growth in suros 2019 business in the two years following the closing. |
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dd4bc9a9c | we recorded liabilities for certain litigation settlements in prior periods .
total liabilities for litigation settlements changed from december 31 , 2006 , as follows : ( in millions ) .
balance as of december 31 2006 | $ 477
------------------------------------------------- | ------------
provision for litigation settlements ( note 20 ) | 3
interest accretion on u.s . merchant lawsuit | 38
payments | -114 ( 114 )
balance as of december 31 2007 | $ 404
provision for discover settlement | 863
provision for american express settlement | 1649
provision for other litigation settlements | 6
interest accretion on u.s . merchant lawsuit | 33
interest accretion on american express settlement | 44
payments on american express settlement | -300 ( 300 )
payments on discover settlement | -863 ( 863 )
payment on u.s . merchant lawsuit | -100 ( 100 )
other payments and accretion | -1 ( 1 )
balance as of december 31 2008 | $ 1736
* note that table may not sum due to rounding .
contribution expense 2014foundation in may 2006 , in conjunction with our initial public offering ( 201cipo 201d ) , we issued 13496933 shares of our class a common stock as a donation to the foundation that is incorporated in canada and controlled by directors who are independent of us and our customers .
the foundation builds on mastercard 2019s existing charitable giving commitments by continuing to support programs and initiatives that help children and youth to access education , understand and utilize technology , and develop the skills necessary to succeed in a diverse and global work force .
the vision of the foundation is to make the economy work for everybody by advancing innovative programs in areas of microfinance and youth education .
in connection with the donation of the class a common stock , we recorded an expense of $ 395 million which was equal to the aggregate value of the shares we donated .
in both 2007 and 2006 , we recorded expenses of $ 20 million for cash donations we made to the foundation , completing our intention , announced at the time of the ipo , to donate approximately $ 40 million in cash to the foundation in support of its operating expenses and charitable disbursements for the first four years of its operations .
we may make additional cash contributions to the foundation in the future .
the cash and stock donations to the foundation are generally not deductible by mastercard for tax purposes .
as a result of this difference between the financial statement and tax treatments of the donations , our effective income tax rate for the year ended december 31 , 2006 is significantly higher than our effective income tax rates for 2007 and 2008 .
depreciation and amortization depreciation and amortization expenses increased $ 14 million in 2008 and decreased $ 2 million in 2007 .
the increase in depreciation and amortization expense in 2008 is primarily due to increased investments in leasehold and building improvements , data center equipment and capitalized software .
the decrease in depreciation and amortization expense in 2007 was primarily related to certain assets becoming fully depreciated .
depreciation and amortization will increase as we continue to invest in leasehold and building improvements , data center equipment and capitalized software. |
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dd4c50ae2 | management 2019s discussion and analysis 58 jpmorgan chase & co./2018 form 10-k net interest income and net yield excluding cib 2019s markets businesses in addition to reviewing net interest income and the net interest yield on a managed basis , management also reviews these metrics excluding cib 2019s markets businesses , as shown below ; these metrics , which exclude cib 2019s markets businesses , are non-gaap financial measures .
management reviews these metrics to assess the performance of the firm 2019s lending , investing ( including asset-liability management ) and deposit-raising activities .
the resulting metrics that exclude cib 2019s markets businesses are referred to as non-markets-related net interest income and net yield .
cib 2019s markets businesses are fixed income markets and equity markets .
management believes that disclosure of non-markets-related net interest income and net yield provides investors and analysts with other measures by which to analyze the non-markets-related business trends of the firm and provides a comparable measure to other financial institutions that are primarily focused on lending , investing and deposit-raising activities .
year ended december 31 , ( in millions , except rates ) 2018 2017 2016 net interest income 2013 managed basis ( a ) ( b ) $ 55687 $ 51410 $ 47292 less : cib markets net interest income ( c ) 3087 4630 6334 net interest income excluding cib markets ( a ) $ 52600 $ 46780 $ 40958 average interest-earning assets $ 2229188 $ 2180592 $ 2101604 less : average cib markets interest-earning assets ( c ) 609635 540835 520307 average interest-earning assets excluding cib markets $ 1619553 $ 1639757 $ 1581297 net interest yield on average interest-earning assets 2013 managed basis 2.50% ( 2.50 % ) 2.36% ( 2.36 % ) 2.25% ( 2.25 % ) net interest yield on average cib markets interest-earning assets ( c ) 0.51 0.86 1.22 net interest yield on average interest-earning assets excluding cib markets 3.25% ( 3.25 % ) 2.85% ( 2.85 % ) 2.59% ( 2.59 % ) ( a ) interest includes the effect of related hedges .
taxable-equivalent amounts are used where applicable .
( b ) for a reconciliation of net interest income on a reported and managed basis , refer to reconciliation from the firm 2019s reported u.s .
gaap results to managed basis on page 57 .
( c ) for further information on cib 2019s markets businesses , refer to page 69 .
calculation of certain u.s .
gaap and non-gaap financial measures certain u.s .
gaap and non-gaap financial measures are calculated as follows : book value per share ( 201cbvps 201d ) common stockholders 2019 equity at period-end / common shares at period-end overhead ratio total noninterest expense / total net revenue return on assets ( 201croa 201d ) reported net income / total average assets return on common equity ( 201croe 201d ) net income* / average common stockholders 2019 equity return on tangible common equity ( 201crotce 201d ) net income* / average tangible common equity tangible book value per share ( 201ctbvps 201d ) tangible common equity at period-end / common shares at period-end * represents net income applicable to common equity the firm also reviews adjusted expense , which is noninterest expense excluding firmwide legal expense and is therefore a non-gaap financial measure .
additionally , certain credit metrics and ratios disclosed by the firm exclude pci loans , and are therefore non-gaap measures .
management believes these measures help investors understand the effect of these items on reported results and provide an alternate presentation of the firm 2019s performance .
for additional information on credit metrics and ratios excluding pci loans , refer to credit and investment risk management on pages 102-123. .
year ended december 31 ( in millions except rates ) | 2018 | 2017 | 2016
--------------------------------------------------------------------------- | ---------------- | ---------------- | ----------------
net interest income 2013 managed basis ( a ) ( b ) | $ 55687 | $ 51410 | $ 47292
less : cib markets net interest income ( c ) | 3087 | 4630 | 6334
net interest income excluding cib markets ( a ) | $ 52600 | $ 46780 | $ 40958
average interest-earning assets | $ 2229188 | $ 2180592 | $ 2101604
less : average cib markets interest-earning assets ( c ) | 609635 | 540835 | 520307
average interest-earning assets excluding cib markets | $ 1619553 | $ 1639757 | $ 1581297
net interest yield on average interest-earning assets 2013 managed basis | 2.50% ( 2.50 % ) | 2.36% ( 2.36 % ) | 2.25% ( 2.25 % )
net interest yield on average cib markets interest-earning assets ( c ) | 0.51 | 0.86 | 1.22
net interest yield on average interest-earning assets excluding cib markets | 3.25% ( 3.25 % ) | 2.85% ( 2.85 % ) | 2.59% ( 2.59 % )
management 2019s discussion and analysis 58 jpmorgan chase & co./2018 form 10-k net interest income and net yield excluding cib 2019s markets businesses in addition to reviewing net interest income and the net interest yield on a managed basis , management also reviews these metrics excluding cib 2019s markets businesses , as shown below ; these metrics , which exclude cib 2019s markets businesses , are non-gaap financial measures .
management reviews these metrics to assess the performance of the firm 2019s lending , investing ( including asset-liability management ) and deposit-raising activities .
the resulting metrics that exclude cib 2019s markets businesses are referred to as non-markets-related net interest income and net yield .
cib 2019s markets businesses are fixed income markets and equity markets .
management believes that disclosure of non-markets-related net interest income and net yield provides investors and analysts with other measures by which to analyze the non-markets-related business trends of the firm and provides a comparable measure to other financial institutions that are primarily focused on lending , investing and deposit-raising activities .
year ended december 31 , ( in millions , except rates ) 2018 2017 2016 net interest income 2013 managed basis ( a ) ( b ) $ 55687 $ 51410 $ 47292 less : cib markets net interest income ( c ) 3087 4630 6334 net interest income excluding cib markets ( a ) $ 52600 $ 46780 $ 40958 average interest-earning assets $ 2229188 $ 2180592 $ 2101604 less : average cib markets interest-earning assets ( c ) 609635 540835 520307 average interest-earning assets excluding cib markets $ 1619553 $ 1639757 $ 1581297 net interest yield on average interest-earning assets 2013 managed basis 2.50% ( 2.50 % ) 2.36% ( 2.36 % ) 2.25% ( 2.25 % ) net interest yield on average cib markets interest-earning assets ( c ) 0.51 0.86 1.22 net interest yield on average interest-earning assets excluding cib markets 3.25% ( 3.25 % ) 2.85% ( 2.85 % ) 2.59% ( 2.59 % ) ( a ) interest includes the effect of related hedges .
taxable-equivalent amounts are used where applicable .
( b ) for a reconciliation of net interest income on a reported and managed basis , refer to reconciliation from the firm 2019s reported u.s .
gaap results to managed basis on page 57 .
( c ) for further information on cib 2019s markets businesses , refer to page 69 .
calculation of certain u.s .
gaap and non-gaap financial measures certain u.s .
gaap and non-gaap financial measures are calculated as follows : book value per share ( 201cbvps 201d ) common stockholders 2019 equity at period-end / common shares at period-end overhead ratio total noninterest expense / total net revenue return on assets ( 201croa 201d ) reported net income / total average assets return on common equity ( 201croe 201d ) net income* / average common stockholders 2019 equity return on tangible common equity ( 201crotce 201d ) net income* / average tangible common equity tangible book value per share ( 201ctbvps 201d ) tangible common equity at period-end / common shares at period-end * represents net income applicable to common equity the firm also reviews adjusted expense , which is noninterest expense excluding firmwide legal expense and is therefore a non-gaap financial measure .
additionally , certain credit metrics and ratios disclosed by the firm exclude pci loans , and are therefore non-gaap measures .
management believes these measures help investors understand the effect of these items on reported results and provide an alternate presentation of the firm 2019s performance .
for additional information on credit metrics and ratios excluding pci loans , refer to credit and investment risk management on pages 102-123. |
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dd4babea2 | the long term .
in addition , we have focused on building relationships with large multinational carriers such as airtel , telef f3nica s.a .
and vodafone group plc .
we believe that consistent carrier investments in their networks across our international markets position us to generate meaningful organic revenue growth going forward .
in emerging markets , such as ghana , india , nigeria and uganda , wireless networks tend to be significantly less advanced than those in the united states , and initial voice networks continue to be deployed in underdeveloped areas .
a majority of consumers in these markets still utilize basic wireless services , predominantly on feature phones , while advanced device penetration remains low .
in more developed urban locations within these markets , early-stage data network deployments are underway .
carriers are focused on completing voice network build-outs while also investing in initial data networks as wireless data usage and smartphone penetration within their customer bases begin to accelerate .
in markets with rapidly evolving network technology , such as south africa and most of the countries in latin america where we do business , initial voice networks , for the most part , have already been built out , and carriers are focused on 3g network build outs , with select investments in 4g technology .
consumers in these regions are increasingly adopting smartphones and other advanced devices , and as a result , the usage of bandwidth-intensive mobile applications is growing materially .
recent spectrum auctions in these rapidly evolving markets have allowed incumbent carriers to accelerate their data network deployments and have also enabled new entrants to begin initial investments in data networks .
smartphone penetration and wireless data usage in these markets are growing rapidly , which typically requires that carriers continue to invest in their networks in order to maintain and augment their quality of service .
finally , in markets with more mature network technology , such as germany , carriers are focused on deploying 4g data networks to account for rapidly increasing wireless data usage amongst their customer base .
with higher smartphone and advanced device penetration and significantly higher per capita data usage , carrier investment in networks is focused on 4g coverage and capacity .
we believe that the network technology migration we have seen in the united states , which has led to significantly denser networks and meaningful new business commencements for us over a number of years , will ultimately be replicated in our less advanced international markets .
as a result , we expect to be able to leverage our extensive international portfolio of approximately 60190 communications sites and the relationships we have built with our carrier customers to drive sustainable , long-term growth .
we have holistic master lease agreements with certain of our tenants that provide for consistent , long-term revenue and a reduction in the likelihood of churn .
our holistic master lease agreements build and augment strong strategic partnerships with our tenants and have significantly reduced collocation cycle times , thereby providing our tenants with the ability to rapidly and efficiently deploy equipment on our sites .
property operations new site revenue growth .
during the year ended december 31 , 2015 , we grew our portfolio of communications real estate through the acquisition and construction of approximately 25370 sites .
in a majority of our asia , emea and latin america markets , the acquisition or construction of new sites resulted in increases in both tenant and pass- through revenues ( such as ground rent or power and fuel costs ) and expenses .
we continue to evaluate opportunities to acquire communications real estate portfolios , both domestically and internationally , to determine whether they meet our risk-adjusted hurdle rates and whether we believe we can effectively integrate them into our existing portfolio. .
new sites ( acquired or constructed ) | 2015 | 2014 | 2013
------------------------------------- | ----- | ---- | ----
u.s . | 11595 | 900 | 5260
asia | 2330 | 1560 | 1260
emea | 4910 | 190 | 485
latin america | 6535 | 5800 | 6065
property operations expenses .
direct operating expenses incurred by our property segments include direct site level expenses and consist primarily of ground rent and power and fuel costs , some or all of which may be passed through to our tenants , as well as property taxes , repairs and maintenance .
these segment direct operating expenses exclude all segment and corporate selling , general , administrative and development expenses , which are aggregated into one line item entitled selling , general , administrative and development expense in our consolidated statements of operations .
in general , our property segments 2019 selling , general , administrative and development expenses do not significantly increase as a result of adding incremental tenants to our legacy sites and typically increase only modestly year-over-year .
as a result , leasing additional space to new tenants on our legacy sites provides significant incremental cash flow .
we may , however , incur additional segment |
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dd4bac24e | bhge 2017 form 10-k | 27 the short term .
we do , however , view the long term economics of the lng industry as positive given our outlook for supply and demand .
2022 refinery , petrochemical and industrial projects : in refining , we believe large , complex refineries should gain advantage in a more competitive , oversupplied landscape in 2018 as the industry globalizes and refiners position to meet local demand and secure export potential .
in petrochemicals , we continue to see healthy demand and cost-advantaged supply driving projects forward in 2018 .
the industrial market continues to grow as outdated infrastructure is replaced , policy changes come into effect and power is decentralized .
we continue to see growing demand across these markets in 2018 .
we have other segments in our portfolio that are more correlated with different industrial metrics such as our digital solutions business .
overall , we believe our portfolio is uniquely positioned to compete across the value chain , and deliver unique solutions for our customers .
we remain optimistic about the long-term economics of the industry , but are continuing to operate with flexibility given our expectations for volatility and changing assumptions in the near term .
in 2016 , solar and wind net additions exceeded coal and gas for the first time and it continued throughout 2017 .
governments may change or may not continue incentives for renewable energy additions .
in the long term , renewables' cost decline may accelerate to compete with new-built fossil capacity , however , we do not anticipate any significant impacts to our business in the foreseeable future .
despite the near-term volatility , the long-term outlook for our industry remains strong .
we believe the world 2019s demand for energy will continue to rise , and the supply of energy will continue to increase in complexity , requiring greater service intensity and more advanced technology from oilfield service companies .
as such , we remain focused on delivering innovative cost-efficient solutions that deliver step changes in operating and economic performance for our customers .
business environment the following discussion and analysis summarizes the significant factors affecting our results of operations , financial condition and liquidity position as of and for the year ended december 31 , 2017 , 2016 and 2015 , and should be read in conjunction with the consolidated and combined financial statements and related notes of the company .
amounts reported in millions in graphs within this report are computed based on the amounts in hundreds .
as a result , the sum of the components reported in millions may not equal the total amount reported in millions due to rounding .
we operate in more than 120 countries helping customers find , evaluate , drill , produce , transport and process hydrocarbon resources .
our revenue is predominately generated from the sale of products and services to major , national , and independent oil and natural gas companies worldwide , and is dependent on spending by our customers for oil and natural gas exploration , field development and production .
this spending is driven by a number of factors , including our customers' forecasts of future energy demand and supply , their access to resources to develop and produce oil and natural gas , their ability to fund their capital programs , the impact of new government regulations and most importantly , their expectations for oil and natural gas prices as a key driver of their cash flows .
oil and natural gas prices oil and natural gas prices are summarized in the table below as averages of the daily closing prices during each of the periods indicated. .
| 2017 | 2016 | 2015
------------------------------------- | ------- | ------- | -------
brent oil prices ( $ /bbl ) ( 1 ) | $ 54.12 | $ 43.64 | $ 52.32
wti oil prices ( $ /bbl ) ( 2 ) | 50.80 | 43.29 | 48.66
natural gas prices ( $ /mmbtu ) ( 3 ) | 2.99 | 2.52 | 2.62
brent oil prices ( $ /bbl ) ( 1 ) $ 54.12 $ 43.64 $ 52.32 wti oil prices ( $ /bbl ) ( 2 ) 50.80 43.29 48.66 natural gas prices ( $ /mmbtu ) ( 3 ) 2.99 2.52 2.62 ( 1 ) energy information administration ( eia ) europe brent spot price per barrel |
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dd4c0289c | item 7 .
management 2019s discussion and analysis of financial condition and results of operations we are an international energy company with operations in the u.s. , canada , africa , the middle east and europe .
our operations are organized into three reportable segments : 2022 e&p which explores for , produces and markets liquid hydrocarbons and natural gas on a worldwide basis .
2022 osm which mines , extracts and transports bitumen from oil sands deposits in alberta , canada , and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil .
2022 ig which produces and markets products manufactured from natural gas , such as lng and methanol , in eg .
certain sections of management 2019s discussion and analysis of financial condition and results of operations include forward-looking statements concerning trends or events potentially affecting our business .
these statements typically contain words such as 201canticipates , 201d 201cbelieves , 201d 201cestimates , 201d 201cexpects , 201d 201ctargets , 201d 201cplans , 201d 201cprojects , 201d 201ccould , 201d 201cmay , 201d 201cshould , 201d 201cwould 201d or similar words indicating that future outcomes are uncertain .
in accordance with 201csafe harbor 201d provisions of the private securities litigation reform act of 1995 , these statements are accompanied by cautionary language identifying important factors , though not necessarily all such factors , which could cause future outcomes to differ materially from those set forth in forward-looking statements .
for additional risk factors affecting our business , see item 1a .
risk factors in this annual report on form 10-k .
management 2019s discussion and analysis of financial condition and results of operations should be read in conjunction with the information under item 1 .
business , item 1a .
risk factors and item 8 .
financial statements and supplementary data found in this annual report on form 10-k .
spin-off downstream business on june 30 , 2011 , the spin-off of marathon 2019s downstream business was completed , creating two independent energy companies : marathon oil and mpc .
marathon shareholders at the close of business on the record date of june 27 , 2011 received one share of mpc common stock for every two shares of marathon common stock held .
fractional shares of mpc common stock were not distributed and any fractional share of mpc common stock otherwise issuable to a marathon shareholder was sold in the open market on such shareholder 2019s behalf , and such shareholder received a cash payment with respect to that fractional share .
a private letter tax ruling received in june 2011 from the irs affirmed the tax-free nature of the spin-off .
activities related to the downstream business have been treated as discontinued operations in all periods presented in this annual report on form 10-k ( see item 8 .
financial statements and supplementary data 2014note 3 to the consolidated financial statements for additional information ) .
overview 2013 market conditions exploration and production prevailing prices for the various grades of crude oil and natural gas that we produce significantly impact our revenues and cash flows .
prices of crude oil have been volatile in recent years .
in 2011 , crude prices increased over 2010 levels , with increases in brent averages outstripping those in wti .
during much of 2010 , both wti and brent crude oil monthly average prices remained in the $ 75 to $ 85 per barrel range .
crude oil prices reached a low of $ 33.98 in february 2009 , following global demand declines in an economic recession , but recovered quickly ending 2009 at $ 79.36 .
the following table lists benchmark crude oil and natural gas price annual averages for the past three years. .
benchmark | 2011 | 2010 | 2009
------------------------------------------------- | ------- | ------- | -------
wti crude oil ( dollars per bbl ) | $ 95.11 | $ 79.61 | $ 62.09
brent ( europe ) crude oil ( dollars per bbl ) | 111.26 | 79.51 | 61.49
henry hub natural gas ( dollars per mmbtu ) ( a ) | $ 4.04 | $ 4.39 | $ 3.99
wti crude oil ( dollars per bbl ) $ 95.11 $ 79.61 $ 62.09 brent ( europe ) crude oil ( dollars per bbl ) 111.26 79.51 61.49 henry hub natural gas ( dollars per mmbtu ) ( a ) $ 4.04 $ 4.39 $ 3.99 ( a ) settlement date average .
our u.s .
crude oil production was approximately 58 percent sour in 2011 and 68 percent in 2010 .
sour crude contains more sulfur than light sweet wti does .
sour crude oil also tends to be heavier than light sweet crude oil and sells at a discount to light sweet crude oil because of higher refining costs and lower refined product values .
our international crude oil production is relatively sweet and is generally sold in relation to the brent crude benchmark .
the differential between wti and brent average prices widened significantly in 2011 to $ 16.15 in comparison to differentials of less than $ 1.00 in 2010 and 2009. |
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dd4b8e1ae | notes to the consolidated financial statements union pacific corporation and subsidiary companies for purposes of this report , unless the context otherwise requires , all references herein to the 201ccorporation 201d , 201ccompany 201d , 201cupc 201d , 201cwe 201d , 201cus 201d , and 201cour 201d mean union pacific corporation and its subsidiaries , including union pacific railroad company , which will be separately referred to herein as 201cuprr 201d or the 201crailroad 201d .
1 .
nature of operations operations and segmentation 2013 we are a class i railroad operating in the u.s .
our network includes 32236 route miles , linking pacific coast and gulf coast ports with the midwest and eastern u.s .
gateways and providing several corridors to key mexican gateways .
we own 26039 miles and operate on the remainder pursuant to trackage rights or leases .
we serve the western two-thirds of the country and maintain coordinated schedules with other rail carriers for the handling of freight to and from the atlantic coast , the pacific coast , the southeast , the southwest , canada , and mexico .
export and import traffic is moved through gulf coast and pacific coast ports and across the mexican and canadian borders .
the railroad , along with its subsidiaries and rail affiliates , is our one reportable operating segment .
although we provide and analyze revenue by commodity group , we treat the financial results of the railroad as one segment due to the integrated nature of our rail network .
our operating revenues are primarily derived from contracts with customers for the transportation of freight from origin to destination .
effective january 1 , 2018 , the company reclassified its six commodity groups into four : agricultural products , energy , industrial , and premium .
the following table represents a disaggregation of our freight and other revenues: .
millions | 2018 | 2017 | 2016
------------------------- | ------- | ------- | -------
agricultural products | $ 4469 | $ 4303 | $ 4209
energy | 4608 | 4498 | 3715
industrial | 5679 | 5204 | 4964
premium | 6628 | 5832 | 5713
total freight revenues | $ 21384 | $ 19837 | $ 18601
other subsidiary revenues | 881 | 885 | 814
accessorial revenues | 502 | 458 | 455
other | 65 | 60 | 71
total operating revenues | $ 22832 | $ 21240 | $ 19941
although our revenues are principally derived from customers domiciled in the u.s. , the ultimate points of origination or destination for some products we transport are outside the u.s .
each of our commodity groups includes revenue from shipments to and from mexico .
included in the above table are freight revenues from our mexico business which amounted to $ 2.5 billion in 2018 , $ 2.3 billion in 2017 , and $ 2.2 billion in 2016 .
basis of presentation 2013 the consolidated financial statements are presented in accordance with accounting principles generally accepted in the u.s .
( gaap ) as codified in the financial accounting standards board ( fasb ) accounting standards codification ( asc ) .
2 .
significant accounting policies principles of consolidation 2013 the consolidated financial statements include the accounts of union pacific corporation and all of its subsidiaries .
investments in affiliated companies ( 20% ( 20 % ) to 50% ( 50 % ) owned ) are accounted for using the equity method of accounting .
all intercompany transactions are eliminated .
we currently have no less than majority-owned investments that require consolidation under variable interest entity requirements .
cash , cash equivalents and restricted cash 2013 cash equivalents consist of investments with original maturities of three months or less .
amounts included in restricted cash represent those required to be set aside by contractual agreement. |
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dd4b9d988 | operating expenses operating expenses were $ 2.9 billion , an increase of 8% ( 8 % ) over 2000 .
adjusted for the formation of citistreet , operating expenses grew 10% ( 10 % ) .
expense growth in 2001 of 10% ( 10 % ) is significantly lower than the comparable 20% ( 20 % ) expense growth for 2000 compared to 1999 .
state street successfully reduced the growth rate of expenses as revenue growth slowed during the latter half of 2000 and early 2001 .
the expense growth in 2001 reflects higher expenses for salaries and employee benefits , as well as information systems and communications .
o p e r a t i n g e x p e n s e s ( dollars in millions ) 2001 2000 1999 change adjusted change 00-01 ( 1 ) .
( dollars in millions ) | 2001 | 2000 | 1999 | change 00-01 | adjusted change 00-01 ( 1 )
-------------------------------------- | ------ | ------ | ------ | ------------ | ---------------------------
salaries and employee benefits | $ 1663 | $ 1524 | $ 1313 | 9% ( 9 % ) | 11% ( 11 % )
information systems and communications | 365 | 305 | 287 | 20 | 22
transaction processing services | 247 | 268 | 237 | -8 ( 8 ) | -7 ( 7 )
occupancy | 229 | 201 | 188 | 15 | 16
other | 363 | 346 | 311 | 5 | 7
total operating expenses | $ 2867 | $ 2644 | $ 2336 | 8 | 10
number of employees | 19753 | 17604 | 17213 | 12 |
( 1 ) 2000 results adjusted for the formation of citistreet expenses related to salaries and employee benefits increased $ 139million in 2001 , or $ 163millionwhen adjusted for the formation of citistreet .
the adjusted increase reflects more than 2100 additional staff to support the large client wins and new business from existing clients and acquisitions .
this expense increase was partially offset by lower incentive-based compensation .
information systems and communications expense was $ 365 million in 2001 , up 20% ( 20 % ) from the prior year .
adjusted for the formation of citistreet , information systems and communications expense increased 22% ( 22 % ) .
this growth reflects both continuing investment in software and hardware , aswell as the technology costs associated with increased staffing levels .
expenses related to transaction processing services were $ 247 million , down $ 21 million , or 8% ( 8 % ) .
these expenses are volume related and include external contract services , subcustodian fees , brokerage services and fees related to securities settlement .
lower mutual fund shareholder activities , and lower subcustodian fees resulting from both the decline in asset values and lower transaction volumes , drove the decline .
occupancy expensewas $ 229million , up 15% ( 15 % ) .
the increase is due to expenses necessary to support state street 2019s global growth , and expenses incurred for leasehold improvements and other operational costs .
other expenses were $ 363 million , up $ 17 million , or 5% ( 5 % ) .
these expenses include professional services , advertising and sales promotion , and internal operational expenses .
the increase over prior year is due to a $ 21 million increase in the amortization of goodwill , primarily from acquisitions in 2001 .
in accordance with recent accounting pronouncements , goodwill amortization expense will be eliminated in 2002 .
state street recorded approximately $ 38 million , or $ .08 per share after tax , of goodwill amortization expense in 2001 .
state street 2019s cost containment efforts , which reduced discretionary spending , partially offset the increase in other expenses .
state street corporation 9 |
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dd4bbf8e4 | 2022 through the u.s .
attorney 2019s office for the district of maryland , the office of the inspector general ( 201coig 201d ) for the small business administration ( 201csba 201d ) has served a subpoena on pnc requesting documents concerning pnc 2019s relationship with , including sba-guaranteed loans made through , a broker named jade capital investments , llc ( 201cjade 201d ) , as well as information regarding other pnc-originated sba guaranteed loans made to businesses located in the state of maryland , the commonwealth of virginia , and washington , dc .
certain of the jade loans have been identified in an indictment and subsequent superseding indictment charging persons associated with jade with conspiracy to commit bank fraud , substantive violations of the federal bank fraud statute , and money laundering .
pnc is cooperating with the u.s .
attorney 2019s office for the district of maryland .
our practice is to cooperate fully with regulatory and governmental investigations , audits and other inquiries , including those described in this note 23 .
in addition to the proceedings or other matters described above , pnc and persons to whom we may have indemnification obligations , in the normal course of business , are subject to various other pending and threatened legal proceedings in which claims for monetary damages and other relief are asserted .
we do not anticipate , at the present time , that the ultimate aggregate liability , if any , arising out of such other legal proceedings will have a material adverse effect on our financial position .
however , we cannot now determine whether or not any claims asserted against us or others to whom we may have indemnification obligations , whether in the proceedings or other matters described above or otherwise , will have a material adverse effect on our results of operations in any future reporting period , which will depend on , among other things , the amount of the loss resulting from the claim and the amount of income otherwise reported for the reporting period .
see note 24 commitments and guarantees for additional information regarding the visa indemnification and our other obligations to provide indemnification , including to current and former officers , directors , employees and agents of pnc and companies we have acquired .
note 24 commitments and guarantees equity funding and other commitments our unfunded commitments at december 31 , 2013 included private equity investments of $ 164 million .
standby letters of credit we issue standby letters of credit and have risk participations in standby letters of credit issued by other financial institutions , in each case to support obligations of our customers to third parties , such as insurance requirements and the facilitation of transactions involving capital markets product execution .
net outstanding standby letters of credit and internal credit ratings were as follows : table 151 : net outstanding standby letters of credit dollars in billions december 31 december 31 net outstanding standby letters of credit ( a ) $ 10.5 $ 11.5 internal credit ratings ( as a percentage of portfolio ) : .
dollars in billions | december 31 2013 | december 312012
---------------------------------------------------------- | ---------------- | ---------------
net outstanding standby letters of credit ( a ) | $ 10.5 | $ 11.5
internal credit ratings ( as a percentage of portfolio ) : | |
pass ( b ) | 96% ( 96 % ) | 95% ( 95 % )
below pass ( c ) | 4% ( 4 % ) | 5% ( 5 % )
( a ) the amounts above exclude participations in standby letters of credit of $ 3.3 billion and $ 3.2 billion to other financial institutions as of december 31 , 2013 and december 31 , 2012 , respectively .
the amounts above include $ 6.6 billion and $ 7.5 billion which support remarketing programs at december 31 , 2013 and december 31 , 2012 , respectively .
( b ) indicates that expected risk of loss is currently low .
( c ) indicates a higher degree of risk of default .
if the customer fails to meet its financial or performance obligation to the third party under the terms of the contract or there is a need to support a remarketing program , then upon a draw by a beneficiary , subject to the terms of the letter of credit , we would be obligated to make payment to them .
the standby letters of credit outstanding on december 31 , 2013 had terms ranging from less than 1 year to 6 years .
as of december 31 , 2013 , assets of $ 2.0 billion secured certain specifically identified standby letters of credit .
in addition , a portion of the remaining standby letters of credit issued on behalf of specific customers is also secured by collateral or guarantees that secure the customers 2019 other obligations to us .
the carrying amount of the liability for our obligations related to standby letters of credit and participations in standby letters of credit was $ 218 million at december 31 , 2013 .
standby bond purchase agreements and other liquidity facilities we enter into standby bond purchase agreements to support municipal bond obligations .
at december 31 , 2013 , the aggregate of our commitments under these facilities was $ 1.3 billion .
we also enter into certain other liquidity facilities to support individual pools of receivables acquired by commercial paper conduits .
there were no commitments under these facilities at december 31 , 2013 .
212 the pnc financial services group , inc .
2013 form 10-k |
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dd4bf0eb2 | theme parks segment 2013 operating costs and expenses our theme parks segment operating costs and expenses consist primarily of theme park operations , includ- ing repairs and maintenance and related administrative expenses ; food , beverage and merchandise costs ; labor costs ; and sales and marketing costs .
theme parks segment operating costs and expenses increased in 2015 and 2014 primarily due to additional costs at our orlando and hollywood theme parks associated with newer attractions , such as the fast fur- ious 2122 2014 supercharged 2122 studio tour in hollywood in 2015 and the wizarding world of harry potter 2122 2014 diagon alley 2122 in orlando in 2014 and increases in food , beverage and merchandise costs associated with the increases in attendance in both years .
operating costs and expenses also increased in 2015 due to $ 89 million of operating costs and expenses attributable to universal studios japan and $ 22 million of transaction costs related to our development of a theme park in china .
nbcuniversal headquarters , other and eliminations headquarters and other operating costs and expenses incurred by our nbcuniversal businesses include overhead , personnel costs and costs associated with corporate initiatives .
operating costs and expenses increased in 2015 and 2014 primarily due to higher employee-related costs , including severance costs in corporate and other results of operations year ended december 31 ( in millions ) 2015 2014 2013 % ( % ) change 2014 to 2015 % ( % ) change 2013 to 2014 .
year ended december 31 ( in millions ) | 2015 | 2014 | 2013 | % ( % ) change 2014 to 2015 | % ( % ) change 2013 to 2014
--------------------------------------------------- | -------------- | -------------- | -------------- | ---------------------------- | ----------------------------
revenue | $ 766 | $ 709 | $ 600 | 8.0% ( 8.0 % ) | 18.1% ( 18.1 % )
operating costs and expenses | 1664 | 1487 | 1089 | 11.9 | 36.5
operating loss before depreciation and amortization | $ -898 ( 898 ) | $ -778 ( 778 ) | $ -489 ( 489 ) | ( 15.5 ) % ( % ) | ( 59.1 ) % ( % )
corporate and other 2013 revenue other revenue primarily relates to comcast spectacor , which owns the philadelphia flyers and the wells fargo center arena in philadelphia , pennsylvania and operates arena management-related businesses .
other revenue increased in 2015 and 2014 primarily due to increases in revenue from food and other services associated with new contracts entered into by one of our comcast spectacor businesses .
the increase in other revenue in 2014 was also due to an increase in revenue associated with newly acquired businesses .
corporate and other 2013 operating costs and expenses corporate and other operating costs and expenses primarily include overhead , personnel costs , the costs of corporate initiatives and branding , and operating costs and expenses associated with comcast spectacor .
excluding transaction costs associated with the time warner cable merger and related divestiture trans- actions of $ 178 million and $ 237 million in 2015 and 2014 , respectively , corporate and other operating costs and expenses increased 19% ( 19 % ) in 2015 .
this was primarily due to $ 56 million of expenses related to a contract settlement , an increase in expenses related to corporate strategic business initiatives and an increase in operating costs and expenses at comcast spectacor primarily associated with new contracts entered into by one of its businesses .
corporate and other operating costs and expenses increased in 2014 primarily due to $ 237 million of transaction-related costs associated with the time warner cable merger and related divest- iture transactions , as well as an increase in operating costs and expenses associated with new contracts entered into by one of our comcast spectacor businesses .
comcast 2015 annual report on form 10-k 60 |
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dd4b882ae | of exercise for stock options exercised or at period end for outstanding stock options , less the applicable exercise price .
the company issued new shares to satisfy exercised stock options .
compensation expense the company recorded $ 43 million , $ 34 million , and $ 44 million of expense related to stock awards for the years ended december 31 , 2015 , 2014 , and 2013 , respectively .
the company recorded $ 17 million , $ 13 million , and $ 17 million as a tax benefit related to stock awards and stock options for the years ended december 31 , 2015 , 2014 , and 2013 , respectively .
the company recognized tax benefits for the years ended december 31 , 2015 , 2014 , and 2013 , of $ 41 million , $ 53 million , and $ 32 million , respectively , from the issuance of stock in settlement of stock awards , and $ 4 million , $ 5 million , and $ 4 million for the years ended december 31 , 2015 , 2014 , and 2013 , respectively , from the exercise of stock options .
unrecognized compensation expense as of december 31 , 2015 , the company had less than $ 1 million of unrecognized compensation expense associated with rsrs granted in 2015 and 2014 , which will be recognized over a weighted average period of 1.0 year , and $ 25 million of unrecognized expense associated with rpsrs granted in 2015 , 2014 , and 2013 , which will be recognized over a weighted average period of 0.6 years .
as of december 31 , 2015 , the company had no unrecognized compensation expense related to stock options .
compensation expense for stock options was fully recognized as of december 31 , 2013 .
20 .
unaudited selected quarterly data unaudited quarterly financial results for the years ended december 31 , 2015 and 2014 , are set forth in the following tables: .
( $ in millions except per share amounts ) | year ended december 31 2015 1st qtr | year ended december 31 2015 2nd qtr ( 1 ) | year ended december 31 2015 3rd qtr | year ended december 31 2015 4th qtr ( 2 )
------------------------------------------ | ----------------------------------- | ----------------------------------------- | ----------------------------------- | -----------------------------------------
sales and service revenues | $ 1570 | $ 1745 | $ 1800 | $ 1905
operating income ( loss ) | 156 | 269 | 200 | 144
earnings ( loss ) before income taxes | 133 | 244 | 175 | 80
net earnings ( loss ) | 87 | 156 | 111 | 50
dividends declared per share | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.50
basic earnings ( loss ) per share | $ 1.80 | $ 3.22 | $ 2.31 | $ 1.07
diluted earnings ( loss ) per share | $ 1.79 | $ 3.20 | $ 2.29 | $ 1.06
( 1 ) in the second quarter of 2015 , the company recorded a $ 59 million goodwill impairment charge .
during the same period , the company recorded $ 136 million of operating income as a result of the aon settlement .
( 2 ) in the fourth quarter of 2015 , the company recorded $ 16 million goodwill impairment and $ 27 million intangible asset impairment charges. |
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dd4b86f44 | in a new business model such as the retail segment is inherently risky , particularly in light of the significant investment involved , the current economic climate , and the fixed nature of a substantial portion of the retail segment's operating expenses .
results for this segment are dependent upon a number of risks and uncertainties , some of which are discussed below under the heading "factors that may affect future results and financial condition." backlog in the company's experience , the actual amount of product backlog at any particular time is not a meaningful indication of its future business prospects .
in particular , backlog often increases in anticipation of or immediately following new product introductions because of over- ordering by dealers anticipating shortages .
backlog often is reduced once dealers and customers believe they can obtain sufficient supply .
because of the foregoing , backlog cannot be considered a reliable indicator of the company's ability to achieve any particular level of revenue or financial performance .
further information regarding the company's backlog may be found below under the heading "factors that may affect future results and financial condition." gross margin gross margin for the three fiscal years ended september 28 , 2002 are as follows ( in millions , except gross margin percentages ) : gross margin increased to 28% ( 28 % ) of net sales in 2002 from 23% ( 23 % ) in 2001 .
as discussed below , gross margin in 2001 was unusually low resulting from negative gross margin of 2% ( 2 % ) experienced in the first quarter of 2001 .
as a percentage of net sales , the company's quarterly gross margins declined during fiscal 2002 from 31% ( 31 % ) in the first quarter down to 26% ( 26 % ) in the fourth quarter .
this decline resulted from several factors including a rise in component costs as the year progressed and aggressive pricing by the company across its products lines instituted as a result of continued pricing pressures in the personal computer industry .
the company anticipates that its gross margin and the gross margin of the overall personal computer industry will remain under pressure throughout fiscal 2003 in light of weak economic conditions , flat demand for personal computers in general , and the resulting pressure on prices .
the foregoing statements regarding anticipated gross margin in 2003 and the general demand for personal computers during 2003 are forward- looking .
gross margin could differ from anticipated levels because of several factors , including certain of those set forth below in the subsection entitled "factors that may affect future results and financial condition." there can be no assurance that current gross margins will be maintained , targeted gross margin levels will be achieved , or current margins on existing individual products will be maintained .
in general , gross margins and margins on individual products will remain under significant downward pressure due to a variety of factors , including continued industry wide global pricing pressures , increased competition , compressed product life cycles , potential increases in the cost and availability of raw material and outside manufacturing services , and potential changes to the company's product mix , including higher unit sales of consumer products with lower average selling prices and lower gross margins .
in response to these downward pressures , the company expects it will continue to take pricing actions with respect to its products .
gross margins could also be affected by the company's ability to effectively manage quality problems and warranty costs and to stimulate demand for certain of its products .
the company's operating strategy and pricing take into account anticipated changes in foreign currency exchange rates over time ; however , the company's results of operations can be significantly affected in the short-term by fluctuations in exchange rates .
the company orders components for its products and builds inventory in advance of product shipments .
because the company's markets are volatile and subject to rapid technology and price changes , there is a risk the company will forecast incorrectly and produce or order from third parties excess or insufficient inventories of particular products or components .
the company's operating results and financial condition have been in the past and may in the future be materially adversely affected by the company's ability to manage its inventory levels and outstanding purchase commitments and to respond to short-term shifts in customer demand patterns .
gross margin declined to 23% ( 23 % ) of net sales in 2001 from 27% ( 27 % ) in 2000 .
this decline resulted primarily from gross margin of negative 2% ( 2 % ) experienced during the first quarter of 2001 compared to 26% ( 26 % ) gross margin for the same quarter in 2000 .
in addition to lower than normal net .
| 2002 | 2001 | 2000
----------------------- | ------------ | ------------ | ------------
net sales | $ 5742 | $ 5363 | $ 7983
cost of sales | 4139 | 4128 | 5817
gross margin | $ 1603 | $ 1235 | $ 2166
gross margin percentage | 28% ( 28 % ) | 23% ( 23 % ) | 27% ( 27 % ) |
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dd4bfe0da | contracts and customer purchase orders are generally used to determine the existence of an arrangement .
shipping documents are used to verify delivery .
the company assesses whether the selling price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment .
the company assesses collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analysis , as well as the customer 2019s payment history .
accruals for customer returns for defective product are based on historical experience with similar types of sales .
accruals for rebates and incentives are based on pricing agreements and are generally tied to sales volume .
changes in such accruals may be required if future returns differ from historical experience or if actual sales volume differ from estimated sales volume .
rebates and incentives are recognized as a reduction of sales .
compensated absences .
in the fourth quarter of 2001 , the company changed its vacation policy for certain employees so that vacation pay is earned ratably throughout the year and must be used by year-end .
the accrual for compensated absences was reduced by $ 1.6 million in 2001 to eliminate vacation pay no longer required to be accrued under the current policy .
advertising .
advertising costs are charged to operations as incurred and amounted to $ 18.4 , $ 16.2 and $ 8.8 million during 2003 , 2002 and 2001 respectively .
research and development .
research and development costs are charged to operations as incurred and amounted to $ 34.6 , $ 30.4 and $ 27.6 million during 2003 , 2002 and 2001 , respectively .
product warranty .
the company 2019s products carry warranties that generally range from one to six years and are based on terms that are generally accepted in the market place .
the company records a liability for the expected cost of warranty-related claims at the time of sale .
the allocation of our warranty liability between current and long-term is based on expected warranty claims to be paid in the next year as determined by historical product failure rates .
1 .
organization and significant accounting policies ( continued ) the following table presents the company 2019s product warranty liability activity in 2003 and 2002 : note to table : environmental costs .
the company accrues for losses associated with environmental obligations when such losses are probable and reasonably estimable .
costs of estimated future expenditures are not discounted to their present value .
recoveries of environmental costs from other parties are recorded as assets when their receipt is considered probable .
the accruals are adjusted as facts and circumstances change .
stock based compensation .
the company has one stock-based employee compensation plan ( see note 11 ) .
sfas no .
123 , 201caccounting for stock-based compensation , 201d encourages , but does not require companies to record compensation cost for stock-based employee compensation plans at fair value .
the company has chosen to continue applying accounting principles board opinion no .
25 , 201caccounting for stock issued to employees , 201d and related interpretations , in accounting for its stock option plans .
accordingly , because the number of shares is fixed and the exercise price of the stock options equals the market price of the underlying stock on the date of grant , no compensation expense has been recognized .
had compensation cost been determined based upon the fair value at the grant date for awards under the plans based on the provisions of sfas no .
123 , the company 2019s pro forma earnings and earnings per share would have been as follows: .
years ended december 31 ( dollars in millions ) | 2003 | 2002
----------------------------------------------- | -------------- | --------------
balance at beginning of year | $ 63.2 | $ 69.6
expense | 29.1 | 29.9
claims settled | -30.2 ( 30.2 ) | -29.1 ( 29.1 )
customer warranty waiver ( 1 ) | -- | -7.2 ( 7.2 )
balance at end of year | $ 62.1 | $ 63.2
( 1 ) in exchange for other concessions , the customer has agreed to accept responsibility for units they have purchased from the company which become defective .
the amount of the warranty reserve applicable to the estimated number of units previously sold to this customer that may become defective has been reclassified from the product warranty liability to a deferred revenue account. |
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dd4c1d1ec | critical accounting estimates our consolidated financial statements include amounts that , either by their nature or due to requirements of accounting princi- ples generally accepted in the u.s .
( gaap ) , are determined using best estimates and assumptions .
while we believe that the amounts included in our consolidated financial statements reflect our best judgment , actual amounts could ultimately materi- ally differ from those currently presented .
we believe the items that require the most subjective and complex estimates are : 2022 unpaid loss and loss expense reserves , including long-tail asbestos and environmental ( a&e ) reserves ; 2022 future policy benefits reserves ; 2022 valuation of value of business acquired ( voba ) and amortization of deferred policy acquisition costs and voba ; 2022 the assessment of risk transfer for certain structured insurance and reinsurance contracts ; 2022 reinsurance recoverable , including a provision for uncollectible reinsurance ; 2022 the valuation of our investment portfolio and assessment of other-than-temporary impairments ( otti ) ; 2022 the valuation of deferred tax assets ; 2022 the valuation of derivative instruments related to guaranteed minimum income benefits ( gmib ) ; and 2022 the valuation of goodwill .
we believe our accounting policies for these items are of critical importance to our consolidated financial statements .
the following discussion provides more information regarding the estimates and assumptions required to arrive at these amounts and should be read in conjunction with the sections entitled : prior period development , asbestos and environmental and other run-off liabilities , reinsurance recoverable on ceded reinsurance , investments , net realized gains ( losses ) , and other income and expense items .
unpaid losses and loss expenses overview and key data as an insurance and reinsurance company , we are required , by applicable laws and regulations and gaap , to establish loss and loss expense reserves for the estimated unpaid portion of the ultimate liability for losses and loss expenses under the terms of our policies and agreements with our insured and reinsured customers .
the estimate of the liabilities includes provisions for claims that have been reported but are unpaid at the balance sheet date ( case reserves ) and for future obligations on claims that have been incurred but not reported ( ibnr ) at the balance sheet date ( ibnr may also include a provision for additional development on reported claims in instances where the case reserve is viewed to be potentially insufficient ) .
loss reserves also include an estimate of expenses associated with processing and settling unpaid claims ( loss expenses ) .
at december 31 , 2009 , our gross unpaid loss and loss expense reserves were $ 37.8 billion and our net unpaid loss and loss expense reserves were $ 25 billion .
with the exception of certain structured settlements , for which the timing and amount of future claim pay- ments are reliably determinable , our loss reserves are not discounted for the time value of money .
in connection with such structured settlements , we carry net reserves of $ 76 million , net of discount .
the table below presents a roll-forward of our unpaid losses and loss expenses for the years ended december 31 , 2009 and 2008. .
( in millions of u.s . dollars ) | 2009 gross losses | 2009 reinsurance recoverable ( 1 ) | 2009 net losses | 2009 gross losses | 2009 reinsurance recoverable ( 1 ) | net losses
------------------------------------------------ | ----------------- | ---------------------------------- | --------------- | ----------------- | ---------------------------------- | --------------
balance beginning of year | $ 37176 | $ 12935 | $ 24241 | $ 37112 | $ 13520 | $ 23592
losses and loss expenses incurred | 11141 | 3719 | 7422 | 10944 | 3341 | 7603
losses and loss expenses paid | -11093 ( 11093 ) | -4145 ( 4145 ) | -6948 ( 6948 ) | -9899 ( 9899 ) | -3572 ( 3572 ) | -6327 ( 6327 )
other ( including foreign exchange revaluation ) | 559 | 236 | 323 | -1367 ( 1367 ) | -387 ( 387 ) | -980 ( 980 )
losses and loss expenses acquired | 2013 | 2013 | 2013 | 386 | 33 | 353
balance end of year | $ 37783 | $ 12745 | $ 25038 | $ 37176 | $ 12935 | $ 24241
( 1 ) net of provision for uncollectible reinsurance |
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dd4b937e4 | during 2012 , the company granted selected employees an aggregate of 139 thousand rsus with internal performance measures and , separately , certain market thresholds .
these awards vested in january 2015 .
the terms of the grants specified that to the extent certain performance goals , comprised of internal measures and , separately , market thresholds were achieved , the rsus would vest ; if performance goals were surpassed , up to 175% ( 175 % ) of the target awards would be distributed ; and if performance goals were not met , the awards would be forfeited .
in january 2015 , an additional 93 thousand rsus were granted and distributed because performance thresholds were exceeded .
in 2015 , 2014 and 2013 , the company granted rsus , both with and without performance conditions , to certain employees under the 2007 plan .
the rsus without performance conditions vest ratably over the three- year service period beginning january 1 of the year of the grant and the rsus with performance conditions vest ratably over the three-year performance period beginning january 1 of the year of the grant ( the 201cperformance period 201d ) .
distribution of the performance shares is contingent upon the achievement of internal performance measures and , separately , certain market thresholds over the performance period .
during 2015 , 2014 and 2013 , the company granted rsus to non-employee directors under the 2007 plan .
the rsus vested on the date of grant ; however , distribution of the shares will be made within 30 days of the earlier of : ( i ) 15 months after grant date , subject to any deferral election by the director ; or ( ii ) the participant 2019s separation from service .
because these rsus vested on the grant date , the total grant date fair value was recorded in operation and maintenance expense included in the expense table above on the grant date .
rsus generally vest over periods ranging from one to three years .
rsus granted with service-only conditions and those with internal performance measures are valued at the market value of the closing price of the company 2019s common stock on the date of grant .
rsus granted with market conditions are valued using a monte carlo model .
expected volatility is based on historical volatilities of traded common stock of the company and comparative companies using daily stock prices over the past three years .
the expected term is three years and the risk-free interest rate is based on the three-year u.s .
treasury rate in effect as of the measurement date .
the following table presents the weighted-average assumptions used in the monte carlo simulation and the weighted-average grant date fair values of rsus granted for the years ended december 31: .
| 2015 | 2014 | 2013
------------------------------- | ------------------ | ------------------ | ------------------
expected volatility | 14.93% ( 14.93 % ) | 17.78% ( 17.78 % ) | 19.37% ( 19.37 % )
risk-free interest rate | 1.07% ( 1.07 % ) | 0.75% ( 0.75 % ) | 0.40% ( 0.40 % )
expected life ( years ) | 3.0 | 3.0 | 3.0
grant date fair value per share | $ 62.10 | $ 45.45 | $ 40.13
the grant date fair value of restricted stock awards that vest ratably and have market and/or performance and service conditions are amortized through expense over the requisite service period using the graded-vesting method .
rsus that have no performance conditions are amortized through expense over the requisite service period using the straight-line method and are included in operations expense in the accompanying consolidated statements of operations .
as of december 31 , 2015 , $ 4 of total unrecognized compensation cost related to the nonvested restricted stock units is expected to be recognized over the weighted-average remaining life of 1.4 years .
the total grant date fair value of rsus vested was $ 12 , $ 11 and $ 9 for the years ended december 31 , 2015 , 2014 and 2013. |
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dd4c3f5b2 | the goldman sachs group , inc .
and subsidiaries notes to consolidated financial statements in connection with the firm 2019s prime brokerage and clearing businesses , the firm agrees to clear and settle on behalf of its clients the transactions entered into by them with other brokerage firms .
the firm 2019s obligations in respect of such transactions are secured by the assets in the client 2019s account as well as any proceeds received from the transactions cleared and settled by the firm on behalf of the client .
in connection with joint venture investments , the firm may issue loan guarantees under which it may be liable in the event of fraud , misappropriation , environmental liabilities and certain other matters involving the borrower .
the firm is unable to develop an estimate of the maximum payout under these guarantees and indemnifications .
however , management believes that it is unlikely the firm will have to make any material payments under these arrangements , and no material liabilities related to these guarantees and indemnifications have been recognized in the consolidated statements of financial condition as of december 2016 and december 2015 .
other representations , warranties and indemnifications .
the firm provides representations and warranties to counterparties in connection with a variety of commercial transactions and occasionally indemnifies them against potential losses caused by the breach of those representations and warranties .
the firm may also provide indemnifications protecting against changes in or adverse application of certain u.s .
tax laws in connection with ordinary-course transactions such as securities issuances , borrowings or derivatives .
in addition , the firm may provide indemnifications to some counterparties to protect them in the event additional taxes are owed or payments are withheld , due either to a change in or an adverse application of certain non-u.s .
tax laws .
these indemnifications generally are standard contractual terms and are entered into in the ordinary course of business .
generally , there are no stated or notional amounts included in these indemnifications , and the contingencies triggering the obligation to indemnify are not expected to occur .
the firm is unable to develop an estimate of the maximum payout under these guarantees and indemnifications .
however , management believes that it is unlikely the firm will have to make any material payments under these arrangements , and no material liabilities related to these arrangements have been recognized in the consolidated statements of financial condition as of december 2016 and december 2015 .
guarantees of subsidiaries .
group inc .
fully and unconditionally guarantees the securities issued by gs finance corp. , a wholly-owned finance subsidiary of the group inc .
has guaranteed the payment obligations of goldman , sachs & co .
( gs&co. ) and gs bank usa , subject to certain exceptions .
in addition , group inc .
guarantees many of the obligations of its other consolidated subsidiaries on a transaction-by- transaction basis , as negotiated with counterparties .
group inc .
is unable to develop an estimate of the maximum payout under its subsidiary guarantees ; however , because these guaranteed obligations are also obligations of consolidated subsidiaries , group inc . 2019s liabilities as guarantor are not separately disclosed .
note 19 .
shareholders 2019 equity common equity dividends declared per common share were $ 2.60 in 2016 , $ 2.55 in 2015 and $ 2.25 in 2014 .
on january 17 , 2017 , group inc .
declared a dividend of $ 0.65 per common share to be paid on march 30 , 2017 to common shareholders of record on march 2 , 2017 .
the firm 2019s share repurchase program is intended to help maintain the appropriate level of common equity .
the share repurchase program is effected primarily through regular open-market purchases ( which may include repurchase plans designed to comply with rule 10b5-1 ) , the amounts and timing of which are determined primarily by the firm 2019s current and projected capital position , but which may also be influenced by general market conditions and the prevailing price and trading volumes of the firm 2019s common stock .
prior to repurchasing common stock , the firm must receive confirmation that the federal reserve board does not object to such capital actions .
the table below presents the amount of common stock repurchased by the firm under the share repurchase program. .
in millions except per share amounts | year ended december 2016 | year ended december 2015 | year ended december 2014
-------------------------------------- | ------------------------ | ------------------------ | ------------------------
common share repurchases | 36.6 | 22.1 | 31.8
average cost per share | $ 165.88 | $ 189.41 | $ 171.79
total cost of common share repurchases | $ 6069 | $ 4195 | $ 5469
172 goldman sachs 2016 form 10-k |
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dd4c1fdac | republic services , inc .
notes to consolidated financial statements 2014 ( continued ) high quality financial institutions .
such balances may be in excess of fdic insured limits .
to manage the related credit exposure , we continually monitor the credit worthiness of the financial institutions where we have deposits .
concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of customers and markets in which we provide services , as well as the dispersion of our operations across many geographic areas .
we provide services to small-container commercial , large-container industrial , municipal and residential customers in the united states and puerto rico .
we perform ongoing credit evaluations of our customers , but generally do not require collateral to support customer receivables .
we establish an allowance for doubtful accounts based on various factors including the credit risk of specific customers , age of receivables outstanding , historical trends , economic conditions and other information .
accounts receivable , net accounts receivable represent receivables from customers for collection , transfer , recycling , disposal , energy services and other services .
our receivables are recorded when billed or when the related revenue is earned , if earlier , and represent claims against third parties that will be settled in cash .
the carrying value of our receivables , net of the allowance for doubtful accounts and customer credits , represents their estimated net realizable value .
provisions for doubtful accounts are evaluated on a monthly basis and are recorded based on our historical collection experience , the age of the receivables , specific customer information and economic conditions .
we also review outstanding balances on an account-specific basis .
in general , reserves are provided for accounts receivable in excess of 90 days outstanding .
past due receivable balances are written-off when our collection efforts have been unsuccessful in collecting amounts due .
the following table reflects the activity in our allowance for doubtful accounts for the years ended december 31: .
| 2016 | 2015 | 2014
---------------------------- | -------------- | -------------- | --------------
balance at beginning of year | $ 46.7 | $ 38.9 | $ 38.3
additions charged to expense | 20.4 | 22.7 | 22.6
accounts written-off | -23.1 ( 23.1 ) | -14.9 ( 14.9 ) | -22.0 ( 22.0 )
balance at end of year | $ 44.0 | $ 46.7 | $ 38.9
restricted cash and marketable securities as of december 31 , 2016 , we had $ 90.5 million of restricted cash and marketable securities of which $ 62.6 million supports our insurance programs for workers 2019 compensation , commercial general liability , and commercial auto liability .
additionally , we obtain funds through the issuance of tax-exempt bonds for the purpose of financing qualifying expenditures at our landfills , transfer stations , collection and recycling centers .
the funds are deposited directly into trust accounts by the bonding authorities at the time of issuance .
as the use of these funds is contractually restricted , and we do not have the ability to use these funds for general operating purposes , they are classified as restricted cash and marketable securities in our consolidated balance sheets .
in the normal course of business , we may be required to provide financial assurance to governmental agencies and a variety of other entities in connection with municipal residential collection contracts , closure or post- closure of landfills , environmental remediation , environmental permits , and business licenses and permits as a financial guarantee of our performance .
at several of our landfills , we satisfy financial assurance requirements by depositing cash into restricted trust funds or escrow accounts .
property and equipment we record property and equipment at cost .
expenditures for major additions and improvements to facilities are capitalized , while maintenance and repairs are charged to expense as incurred .
when property is retired or |
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dd4bbf27c | input costs for board and resin are expected to be flat and operating costs are expected to decrease .
european consumer packaging net sales in 2013 were $ 380 million compared with $ 380 million in 2012 and $ 375 million in 2011 .
operating profits in 2013 were $ 100 million compared with $ 99 million in 2012 and $ 93 million in 2011 .
sales volumes in 2013 decreased from 2012 in both the european and russian markets .
average sales price realizations were significantly higher in the russian market , but were lower in europe .
input costs were flat year-over-year .
planned maintenance downtime costs were higher in 2013 than in 2012 .
looking forward to the first quarter of 2014 , sales volumes compared with the fourth quarter of 2013 are expected to be about flat .
average sales price realizations are expected to be higher in both russia and europe .
input costs are expected to increase for wood and energy , but decrease for purchased pulp .
there are no maintenance outages scheduled for the first quarter , however the kwidzyn mill will have additional costs associated with the rebuild of a coated board machine .
asian consumer packaging net sales were $ 1.1 billion in 2013 compared with $ 830 million in 2012 and $ 855 million in 2011 .
operating profits in 2013 were a loss of $ 2 million compared with gains of $ 4 million in 2012 and $ 35 million in 2011 .
sales volumes increased in 2013 compared with 2012 , reflecting the ramp-up of a new coated paperboard machine installed in 2012 .
however , average sales price realizations were significantly lower , reflecting competitive pressure on sales prices which squeezed margins and created an unfavorable product mix .
lower input costs were offset by higher freight costs .
in 2012 , start-up costs for the new coated paperboard machine adversely impacted operating profits .
in the first quarter of 2014 , sales volumes are expected to increase slightly .
average sales price realizations are expected to be flat reflecting continuing competitive pressures .
input costs are expected be higher for pulp , energy and chemicals .
the business will drive margin improvement through operational excellence and better distribution xpedx , our distribution business , is one of north america 2019s leading business-to-business distributors to manufacturers , facility managers and printers , providing customized solutions that are designed to improve efficiency , reduce costs and deliver results .
customer demand is generally sensitive to changes in economic conditions and consumer behavior , along with segment specific activity including corporate advertising and promotional spending , government spending and domestic manufacturing activity .
distribution 2019s margins are relatively stable across an economic cycle .
providing customers with the best choice for value in both products and supply chain services is a key competitive factor .
additionally , efficient customer service , cost-effective logistics and focused working capital management are key factors in this segment 2019s profitability .
distribution .
in millions | 2013 | 2012 | 2011
---------------- | ------------ | ------ | ------
sales | $ 5650 | $ 6040 | $ 6630
operating profit | -389 ( 389 ) | 22 | 34
distribution 2019s 2013 annual sales decreased 6% ( 6 % ) from 2012 , and decreased 15% ( 15 % ) from 2011 .
operating profits in 2013 were a loss of $ 389 million ( a gain of $ 43 million excluding goodwill impairment charges and reorganization costs ) compared with $ 22 million ( $ 71 million excluding reorganization costs ) in 2012 and $ 34 million ( $ 86 million excluding reorganization costs ) in annual sales of printing papers and graphic arts supplies and equipment totaled $ 3.2 billion in 2013 compared with $ 3.5 billion in 2012 and $ 4.0 billion in 2011 reflecting declining demand and the discontinuation of a distribution agreement with a large manufacturer of graphic supplies .
trade margins as a percent of sales for printing papers were down from both 2012 and 2011 .
revenue from packaging products was flat at $ 1.6 billion in 2013 , 2012 and 2011 despite the significant decline of a large high-tech customer's business .
packaging margins remained flat to the 2012 level , and up from 2011 .
facility supplies annual revenue was $ 845 million in 2013 , down from $ 944 million in 2012 and $ 981 million in 2011 .
operating profits in 2013 included a goodwill impairment charge of $ 400 million and reorganization costs for severance , professional services and asset write-downs of $ 32 million .
operating profits in 2012 and 2011 included reorganization costs of $ 49 million and $ 52 million , respectively .
looking ahead to the 2014 first quarter , operating profits will be seasonally lower , but will continue to reflect the benefits of strategic and other cost reduction initiatives. |
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dd4c55d80 | yogurt business in china and simultaneously entered into a new yoplait license agreement with the purchaser for their use of the yoplait brand .
we recorded a pre-tax gain of $ 5.4 million .
during the fourth quarter of fiscal 2018 , we acquired blue buffalo pet products , inc .
( 201cblue buffalo 201d ) for an aggregate purchase price of $ 8.0 billion , including $ 103.0 million of consideration for net debt repaid at the time of the acquisition .
in accordance with the definitive agreement and plan of merger , a subsidiary of general mills merged into blue buffalo , with blue buffalo surviving the merger as a wholly owned subsidiary of general mills .
in accordance with the merger agreement , equity holders of blue buffalo received $ 40.00 per share in cash .
we financed the transaction with a combination of $ 6.0 billion in debt , $ 1.0 billion in equity , and cash on hand .
in fiscal 2019 , we recorded acquisition integration costs of $ 25.6 million in sg&a expenses .
in fiscal 2018 , we recorded acquisition transaction and integration costs of $ 34.0 million in sg&a expenses and $ 49.9 million in interest , net related to the debt issued to finance the acquisition .
we consolidated blue buffalo into our consolidated balance sheets and recorded goodwill of $ 5.3 billion , an indefinite-lived intangible asset for the blue buffalo brand of $ 2.7 billion , and a finite-lived customer relationship asset of $ 269.0 million .
the goodwill was primarily attributable to future growth opportunities and any intangible assets that did not qualify for separate recognition .
the goodwill is included in the pet reporting unit and is not deductible for tax purposes .
in the fourth quarter of fiscal 2019 , we recorded adjustments to certain purchase accounting liabilities that resulted in a $ 5.6 million increase to goodwill .
the consolidated results of blue buffalo are reported as our pet operating segment on a one-month lag .
the following unaudited supplemental pro forma information is presented as if we had acquired blue buffalo at the beginning of fiscal 2017 : unaudited fiscal year .
in millions | unaudited fiscal year 2018 | unaudited fiscal year 2017
------------------------------------------ | -------------------------- | --------------------------
net sales | $ 17057.4 | $ 16772.9
net earnings attributable to general mills | 2252.4 | 1540.2
the fiscal 2017 pro forma amounts include transaction and integration costs of $ 83.9 million and the purchase accounting adjustment to record inventory at fair value of $ 52.7 million .
the fiscal 2017 and fiscal 2018 pro forma amounts include interest expense of $ 238.7 million on the debt issued to finance the transaction and amortization expense of $ 13.5 million based on the estimated fair value and useful life of the customer relationships intangible asset .
additionally , the pro forma amounts include an increase to cost of sales by $ 1.6 million in fiscal 2017 and $ 5.1 million in fiscal 2018 to reflect the impact of using the lifo method of inventory valuation on blue buffalo 2019s historical operating results .
pro forma amounts include related tax effects of $ 125.1 million in fiscal 2017 and $ 14.5 million in fiscal 2018 .
unaudited pro forma amounts are not necessarily indicative of results had the acquisition occurred at the beginning of fiscal 2017 or of future results .
note 4 .
restructuring , impairment , and other exit costs asset impairments in fiscal 2019 , we recorded a $ 192.6 million charge related to the impairment of our progresso , food should taste good , and mountain high brand intangible assets in restructuring , impairment , and other exit costs .
please see note 6 for additional information .
in fiscal 2019 , we recorded a $ 14.8 million charge in restructuring , impairment , and other exit costs related to the impairment of certain manufacturing assets in our north america retail and asia & latin america segments. |
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dd4ba5c0a | at december 31 .
the following table summarizes our restricted cash and marketable securities as of december .
| 2010 | 2009
----------------------------------------------- | ------- | -------
financing proceeds | $ 39.8 | $ 93.1
capping closure and post-closure obligations | 61.8 | 62.4
self-insurance | 63.8 | 65.1
other | 7.4 | 19.9
total restricted cash and marketable securities | $ 172.8 | $ 240.5
we own a 19.9% ( 19.9 % ) interest in a company that , among other activities , issues financial surety bonds to secure capping , closure and post-closure obligations for companies operating in the solid waste industry .
we account for this investment under the cost method of accounting .
there have been no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment .
this investee company and the parent company of the investee had written surety bonds for us relating to our landfill operations for capping , closure and post-closure , of which $ 855.0 million and $ 775.2 million were outstanding as of december 31 , 2010 and 2009 , respectively .
our reimbursement obligations under these bonds are secured by an indemnity agreement with the investee and letters of credit totaling $ 45.0 million and $ 67.4 million as of december 31 , 2010 and 2009 , respectively .
off-balance sheet arrangements we have no off-balance sheet debt or similar obligations , other than operating leases and the financial assurances discussed above , which are not classified as debt .
we have no transactions or obligations with related parties that are not disclosed , consolidated into or reflected in our reported financial position or results of operations .
we have not guaranteed any third-party debt .
guarantees we enter into contracts in the normal course of business that include indemnification clauses .
indemnifications relating to known liabilities are recorded in the consolidated financial statements based on our best estimate of required future payments .
certain of these indemnifications relate to contingent events or occurrences , such as the imposition of additional taxes due to a change in the tax law or adverse interpretation of the tax law , and indemnifications made in divestiture agreements where we indemnify the buyer for liabilities that relate to our activities prior to the divestiture and that may become known in the future .
we do not believe that these contingent obligations will have a material effect on our consolidated financial position , results of operations or cash flows .
we have entered into agreements with property owners to guarantee the value of property that is adjacent to certain of our landfills .
these agreements have varying terms .
we do not believe that these contingent obligations will have a material effect on our consolidated financial position , results of operations or cash flows .
other matters our business activities are conducted in the context of a developing and changing statutory and regulatory framework .
governmental regulation of the waste management industry requires us to obtain and retain numerous governmental permits to conduct various aspects of our operations .
these permits are subject to revocation , modification or denial .
the costs and other capital expenditures which may be required to obtain or retain the applicable permits or comply with applicable regulations could be significant .
any revocation , modification or denial of permits could have a material adverse effect on us .
republic services , inc .
notes to consolidated financial statements , continued |
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dd4bcf956 | december 31 , 2008 , 2007 and 2006 , included ( in millions ) : .
| 2008 | 2007 | 2006
------------------------------------------------------------------------------- | -------------- | -------------- | ----------------
gain on disposition adjustment or impairment of acquired assets and obligations | $ -9.0 ( 9.0 ) | $ -1.2 ( 1.2 ) | $ -19.2 ( 19.2 )
consulting and professional fees | 10.1 | 1.0 | 8.8
employee severance and retention | 1.9 | 1.6 | 3.3
information technology integration | 0.9 | 2.6 | 3.0
in-process research & development | 38.5 | 6.5 | 2.9
integration personnel | 2013 | 2013 | 2.5
facility and employee relocation | 7.5 | 2013 | 1.0
distributor acquisitions | 7.3 | 4.1 | 2013
sales agent and lease contract terminations | 8.1 | 5.4 | 0.2
other | 3.2 | 5.2 | 3.6
acquisition integration and other | $ 68.5 | $ 25.2 | $ 6.1
included in the gain on disposition , adjustment or impairment of acquired assets and obligations for 2008 is a favorable adjustment to certain liabilities of acquired companies due to changes in circumstances surrounding those liabilities subsequent to the related measurement period .
included in the gain on disposition , adjustment or impairment of acquired assets and obligations for 2006 is the sale of the former centerpulse austin land and facilities for a gain of $ 5.1 million and the favorable settlement of two pre- acquisition contingent liabilities .
these gains were offset by a $ 13.4 million impairment charge for certain centerpulse tradename and trademark intangibles based principally in our europe operating segment .
in-process research and development charges for 2008 are related to the acquisition of abbott spine .
in-process research and development charges for 2007 are related to the acquisitions of endius and orthosoft .
consulting and professional fees relate to third- party integration consulting performed in a variety of areas such as tax , compliance , logistics and human resources and legal fees related to matters involving acquired businesses .
cash and equivalents 2013 we consider all highly liquid investments with an original maturity of three months or less to be cash equivalents .
the carrying amounts reported in the balance sheet for cash and equivalents are valued at cost , which approximates their fair value .
restricted cash is primarily composed of cash held in escrow related to certain insurance coverage .
inventories 2013 inventories , net of allowances for obsolete and slow-moving goods , are stated at the lower of cost or market , with cost determined on a first-in first-out basis .
property , plant and equipment 2013 property , plant and equipment is carried at cost less accumulated depreciation .
depreciation is computed using the straight-line method based on estimated useful lives of ten to forty years for buildings and improvements , three to eight years for machinery and equipment .
maintenance and repairs are expensed as incurred .
in accordance with statement of financial accounting standards ( 201csfas 201d ) no .
144 , 201caccounting for the impairment or disposal of long-lived assets , 201d we review property , plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable .
an impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount .
an impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value .
software costs 2013 we capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended .
capitalized software costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related benefits for employees who are directly associated with the software project .
capitalized software costs are included in property , plant and equipment on our balance sheet and amortized on a straight-line basis when the software is ready for its intended use over the estimated useful lives of the software , which approximate three to seven years .
instruments 2013 instruments are hand-held devices used by orthopaedic surgeons during total joint replacement and other surgical procedures .
instruments are recognized as long-lived assets and are included in property , plant and equipment .
undeployed instruments are carried at cost , net of allowances for excess and obsolete instruments .
instruments in the field are carried at cost less accumulated depreciation .
depreciation is computed using the straight-line method based on average estimated useful lives , determined principally in reference to associated product life cycles , primarily five years .
we review instruments for impairment in accordance with sfas no .
144 .
depreciation of instruments is recognized as selling , general and administrative expense .
goodwill 2013 we account for goodwill in accordance with sfas no .
142 , 201cgoodwill and other intangible assets . 201d goodwill is not amortized but is subject to annual impairment tests .
goodwill has been assigned to reporting units .
we perform annual impairment tests by comparing each reporting unit 2019s fair value to its carrying amount to determine if there is potential impairment .
the fair value of the reporting unit and the implied fair value of goodwill are determined based upon a discounted cash flow analysis .
significant assumptions are incorporated into to these discounted cash flow analyses such as estimated growth rates and risk-adjusted discount rates .
we perform this test in the fourth quarter of the year .
if the fair value of the reporting unit is less than its carrying value , an impairment loss is recorded to the extent that the implied fair value of the reporting unit goodwill is less than the carrying value of the reporting unit goodwill .
intangible assets 2013 we account for intangible assets in accordance with sfas no .
142 .
intangible assets are initially measured at their fair value .
we have determined the fair value of our intangible assets either by the fair value of the z i m m e r h o l d i n g s , i n c .
2 0 0 8 f o r m 1 0 - k a n n u a l r e p o r t notes to consolidated financial statements ( continued ) %%transmsg*** transmitting job : c48761 pcn : 044000000 ***%%pcmsg|44 |00007|yes|no|02/24/2009 06:10|0|0|page is valid , no graphics -- color : d| |
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dd4bf15c4 | years ended december 31 | 2018 | 2017 | 2016
-------------------------------------------------------------- | ---------------- | ---------------- | ----------------
statutory tax rate | 19.0% ( 19.0 % ) | 19.3% ( 19.3 % ) | 20.0% ( 20.0 % )
u.s . state income taxes net of u.s . federal benefit | -0.4 ( 0.4 ) | -1.5 ( 1.5 ) | 0.4
taxes on international operations ( 1 ) | -7.3 ( 7.3 ) | -30.3 ( 30.3 ) | -12.2 ( 12.2 )
nondeductible expenses | 2.7 | 3.4 | 1.4
adjustments to prior year tax requirements | 0.9 | 2.0 | -1.2 ( 1.2 )
adjustments to valuation allowances | 3.8 | -1.8 ( 1.8 ) | -2.2 ( 2.2 )
change in uncertain tax positions | 0.9 | 1.6 | 3.2
excess tax benefits related to shared based compensation ( 2 ) | -3.6 ( 3.6 ) | -8.0 ( 8.0 ) | 2014
u.s . tax reform impact ( 3 ) | 7.1 | 51.2 | 2014
loss on disposition | -10.2 ( 10.2 ) | 2014 | 2014
other 2014 net | -1.2 ( 1.2 ) | 0.6 | 1.2
effective tax rate | 11.7% ( 11.7 % ) | 36.5% ( 36.5 % ) | 10.6% ( 10.6 % )
( 1 ) the company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 19.0% ( 19.0 % ) , 19.3% ( 19.3 % ) and 20.0% ( 20.0 % ) at december 31 , 2018 , 2017 , and 2016 , respectively .
the benefit to the company 2019s effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations , primarily due to the use of global funding structures and the tax holiday in singapore .
the impact decreased from 2017 to 2018 primarily as a result of the decrease in the u.s .
federal tax ( 2 ) with the adoption of asu 2016-09 in 2017 , excess tax benefits and deficiencies from share-based payment transactions are recognized as income tax expense or benefit in the company 2019s consolidated statements of income .
( 3 ) the impact of the tax reform act including the transition tax , the re-measurement of u.s .
deferred tax assets and liabilities from 35% ( 35 % ) to 21% ( 21 % ) , withholding tax accruals , and the allocation of tax benefit between continuing operations and discontinued operations related to utilization of foreign tax credits. |
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dd4976d62 | largest operators of open-loop and closed-loop retail electronic payments networks the largest operators of open-loop and closed-loop retail electronic payments networks are visa , mastercard , american express , discover , jcb and diners club .
with the exception of discover , which primarily operates in the united states , all of the other network operators can be considered multi- national or global providers of payments network services .
based on payments volume , total volume , number of transactions and number of cards in circulation , visa is the largest retail electronic payments network in the world .
the following chart compares our network with those of our major competitors for calendar year 2007 : company payments volume volume transactions cards ( billions ) ( billions ) ( billions ) ( millions ) visa inc. ( 1 ) .
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$ 2457 $ 3822 50.3 1592 .
company | payments volume ( billions ) | total volume ( billions ) | total transactions ( billions ) | cards ( millions )
---------------- | ---------------------------- | ------------------------- | ------------------------------- | ------------------
visa inc. ( 1 ) | $ 2457 | $ 3822 | 50.3 | 1592
mastercard | 1697 | 2276 | 27.0 | 916
american express | 637 | 647 | 5.0 | 86
discover | 102 | 119 | 1.6 | 57
jcb | 55 | 61 | 0.6 | 58
diners club | 29 | 30 | 0.2 | 7
( 1 ) visa inc .
figures as reported previously in our filings .
source : the nilson report , issue 902 ( may 2008 ) and issue 903 ( may 2008 ) .
note : visa inc .
figures exclude visa europe .
figures for competitors include their respective european operations .
visa figures include visa , visa electron , and interlink brands .
visa cards include plus proprietary cards , but proprietary plus cash volume is not included .
domestic china figures are excluded .
mastercard figures include pin-based debit card figures on mastercard cards , but not maestro or cirrus figures .
china commercial funds transfers are excluded .
american express and discover include business from third-party issuers .
jcb figures are for april 2006 through march 2007 , but cards and outlets are as of september 2007 .
jcb total transaction figures are estimates .
our primary operations we generate revenue from the transaction processing services we offer to our customers .
our customers deliver visa products and payment services to consumers and merchants based on the product platforms we define and manage .
payments network management is a core part of our operations , as it ensures that our payments system provides a safe , efficient , consistent , and interoperable service to cardholders , merchants , and financial institutions worldwide .
transaction processing services core processing services our core processing services involve the routing of payment information and related data to facilitate the authorization , clearing and settlement of transactions between visa issuers , which are the financial institutions that issue visa cards to cardholders , and acquirers , which are the financial institutions that offer visa network connectivity and payments acceptance services to merchants .
in addition , we offer a range of value-added processing services to support our customers 2019 visa programs and to promote the growth and security of the visa payments network .
authorization is the process of approving or declining a transaction before a purchase is finalized or cash is disbursed .
clearing is the process of delivering final transaction data from an acquirer to an issuer for posting to the cardholder 2019s account , the calculation of certain fees and charges that apply to the issuer and acquirer involved in the transaction , and the conversion of transaction amounts to the |
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dd4bcf1ae | our consolidated net cash flows used for investing activities were $ 4.2 billion in 2010 , compared with $ 3.2 billion in 2009 .
net investing activities for the indicated periods were related primarily to net purchases of fixed maturities and for 2010 included the acquisitions of rain and hail and jerneh insurance berhad .
our consolidated net cash flows from financing activities were $ 732 million in 2010 , compared with net cash flows used for financing activities of $ 321 million in 2009 .
net cash flows from/used for financing activities in 2010 and 2009 , included dividends paid on our common shares of $ 435 million and $ 388 million , respectively .
net cash flows from financing activ- ities in 2010 , included net proceeds of $ 699 million from the issuance of long-term debt , $ 1 billion in reverse repurchase agreements , and $ 300 million in credit facility borrowings .
this was partially offset by repayment of $ 659 million in debt and share repurchases settled in 2010 of $ 235 million .
for 2009 , net cash flows used for financing activities included net pro- ceeds from the issuance of $ 500 million in long-term debt and the net repayment of debt and reverse repurchase agreements of $ 466 million .
both internal and external forces influence our financial condition , results of operations , and cash flows .
claim settle- ments , premium levels , and investment returns may be impacted by changing rates of inflation and other economic conditions .
in many cases , significant periods of time , ranging up to several years or more , may lapse between the occurrence of an insured loss , the reporting of the loss to us , and the settlement of the liability for that loss .
from time to time , we utilize reverse repurchase agreements as a low-cost alternative for short-term funding needs .
we use these instruments on a limited basis to address short-term cash timing differences without disrupting our investment portfolio holdings and settle the transactions with future operating cash flows .
at december 31 , 2010 , there were $ 1 billion in reverse repurchase agreements outstanding ( refer to short-term debt ) .
in addition to cash from operations , routine sales of investments , and financing arrangements , we have agreements with a bank provider which implemented two international multi-currency notional cash pooling programs to enhance cash management efficiency during periods of short-term timing mismatches between expected inflows and outflows of cash by currency .
in each program , participating ace entities establish deposit accounts in different currencies with the bank provider and each day the credit or debit balances in every account are notionally translated into a single currency ( u.s .
dollars ) and then notionally pooled .
the bank extends overdraft credit to any participating ace entity as needed , provided that the overall notionally-pooled balance of all accounts in each pool at the end of each day is at least zero .
actual cash balances are not physically converted and are not co-mingled between legal entities .
ace entities may incur overdraft balances as a means to address short-term timing mismatches , and any overdraft balances incurred under this program by an ace entity would be guaranteed by ace limited ( up to $ 150 million in the aggregate ) .
our revolving credit facility allows for same day drawings to fund a net pool overdraft should participating ace entities withdraw contributed funds from the pool .
capital resources capital resources consist of funds deployed or available to be deployed to support our business operations .
the following table summarizes the components of our capital resources at december 31 , 2010 , and 2009. .
( in millions of u.s . dollars except for percentages ) | 2010 | 2009
--------------------------------------------------------------------- | ---------------- | ----------------
short-term debt | $ 1300 | $ 161
long-term debt | 3358 | 3158
total debt | 4658 | 3319
trust preferred securities | 309 | 309
total shareholders 2019 equity | 22974 | 19667
total capitalization | $ 27941 | $ 23295
ratio of debt to total capitalization | 16.7% ( 16.7 % ) | 14.2% ( 14.2 % )
ratio of debt plus trust preferred securities to total capitalization | 17.8% ( 17.8 % ) | 15.6% ( 15.6 % )
our ratios of debt to total capitalization and debt plus trust preferred securities to total capitalization have increased temporarily due to the increase in short-term debt , as discussed below .
we expect that these ratios will decline over the next six to nine months as we repay the short-term debt .
we believe our financial strength provides us with the flexibility and capacity to obtain available funds externally through debt or equity financing on both a short-term and long-term basis .
our ability to access the capital markets is dependent on , among other things , market conditions and our perceived financial strength .
we have accessed both the debt and equity markets from time to time. |
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dd4b8c41c | table of contents capital deployment program will be subject to market and economic conditions , applicable legal requirements and other relevant factors .
our capital deployment program does not obligate us to continue a dividend for any fixed period , and payment of dividends may be suspended at any time at our discretion .
stock performance graph the following stock performance graph and related information shall not be deemed 201csoliciting material 201d or 201cfiled 201d with the securities and exchange commission , nor shall such information be incorporated by reference into any future filings under the securities act of 1933 or the exchange act , each as amended , except to the extent that we specifically incorporate it by reference into such filing .
the following stock performance graph compares our cumulative total stockholder return on an annual basis on our common stock with the cumulative total return on the standard and poor 2019s 500 stock index and the amex airline index from december 9 , 2013 ( the first trading day of aag common stock ) through december 31 , 2015 .
the comparison assumes $ 100 was invested on december 9 , 2013 in aag common stock and in each of the foregoing indices and assumes reinvestment of dividends .
the stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. .
| 12/9/2013 | 12/31/2013 | 12/31/2014 | 12/31/2015
----------------------------- | --------- | ---------- | ---------- | ----------
american airlines group inc . | $ 100 | $ 103 | $ 219 | $ 175
amex airline index | 100 | 102 | 152 | 127
s&p 500 | 100 | 102 | 114 | 113
purchases of equity securities by the issuer and affiliated purchasers since july 2014 , our board of directors has approved several share repurchase programs aggregating $ 7.0 billion of authority of which , as of december 31 , 2015 , $ 2.4 billion remained unused under repurchase programs |
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dd4c4eac6 | notes to consolidated financial statements 2014 ( continued ) note 10 2014shareholders 2019 equity on april 23 , 2010 , our board of directors approved a share repurchase program that authorized the purchase of up to $ 100.0 million of global payments 2019 stock in the open market or as otherwise may be determined by us , subject to market conditions , business opportunities , and other factors .
under this authorization , we repurchased 2382890 shares of our common stock at a cost of $ 100.0 million , or an average of $ 41.97 per share , including commissions .
repurchased shares are held as treasury stock .
in addition , we have $ 13.0 million remaining under the authorization from our original share repurchase program initiated during fiscal 2007 .
these repurchased shares were retired and are available for future issuance .
we did not repurchase shares under this plan in fiscal 2010 .
this authorization has no expiration date and may be suspended or terminated at any time .
note 11 2014share-based awards and options as of may 31 , 2010 , we have four share-based employee compensation plans .
for all share-based awards granted after june 1 , 2006 , compensation expense is recognized on a straight-line basis .
the fair value of share- based awards granted prior to june 1 , 2006 is amortized as compensation expense on an accelerated basis from the date of the grant .
non-qualified stock options and restricted stock have been granted to officers , key employees and directors under the global payments inc .
2000 long-term incentive plan , as amended and restated ( the 201c2000 plan 201d ) , the global payments inc .
amended and restated 2005 incentive plan ( the 201c2005 plan 201d ) , and an amended and restated 2000 non-employee director stock option plan ( the 201cdirector plan 201d ) ( collectively , the 201cplans 201d ) .
effective with the adoption of the 2005 plan , there are no future grants under the 2000 plan .
shares available for future grant as of may 31 , 2010 are 2.7 million for the 2005 plan and 0.4 million for the director plan .
certain executives are also granted performance-based restricted stock units ( 201crsu 201ds ) .
rsus represent the right to earn shares of global stock if certain performance measures are achieved during the grant year .
the target number of rsus and target performance measures are set by our compensation committee .
rsus are converted to a stock grant only if the company 2019s performance during the fiscal year exceeds pre-established goals the following table summarizes the share-based compensation cost charged to income for ( i ) all stock options granted , ( ii ) our employee stock purchase plan , and ( iii ) our restricted stock program .
the total income tax benefit recognized for share-based compensation in the accompanying statements of income is also presented. .
| 2010 | 2009 | 2008
----------------------------- | -------------- | -------------- | --------------
share-based compensation cost | $ 18.1 | $ 14.6 | $ 13.8
income tax benefit | $ -6.3 ( 6.3 ) | $ -5.2 ( 5.2 ) | $ -4.9 ( 4.9 )
stock options stock options are granted at 100% ( 100 % ) of fair market value on the date of grant and have 10-year terms .
stock options granted vest one year after the date of grant with respect to 25% ( 25 % ) of the shares granted , an additional 25% ( 25 % ) after two years , an additional 25% ( 25 % ) after three years , and the remaining 25% ( 25 % ) after four years .
the plans provide for accelerated vesting under certain conditions .
we have historically issued new shares to satisfy the exercise of options. |
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dd49741fc | south america .
approximately 26% ( 26 % ) of 2017 net sales were to international markets .
this segment sells directly through its own sales force and indirectly through independent manufacturers 2019 representatives , primarily to wholesalers , home centers , mass merchandisers and industrial distributors .
in aggregate , sales to the home depot and lowe 2019s comprised approximately 23% ( 23 % ) of net sales of the plumbing segment in 2017 .
this segment 2019s chief competitors include delta ( owned by masco ) , kohler , pfister ( owned by spectrum brands ) , american standard ( owned by lixil group ) , insinkerator ( owned by emerson electronic company ) and imported private-label brands .
doors .
our doors segment manufactures and sells fiberglass and steel entry door systems under the therma-tru brand and urethane millwork product lines under the fypon brand .
this segment benefits from the long-term trend away from traditional materials , such as wood , steel and aluminum , toward more energy-efficient and durable synthetic materials .
therma-tru products include fiberglass and steel residential entry door and patio door systems , primarily for sale in the u.s .
and canada .
this segment 2019s principal customers are home centers , millwork building products and wholesale distributors , and specialty dealers that provide products to the residential new construction market , as well as to the remodeling and renovation markets .
in aggregate , sales to the home depot and lowe 2019s comprised approximately 14% ( 14 % ) of net sales of the doors segment in 2017 .
this segment 2019s competitors include masonite , jeld-wen , plastpro and pella .
security .
our security segment 2019s products consist of locks , safety and security devices , and electronic security products manufactured , sourced and distributed primarily under the master lock brand and fire resistant safes , security containers and commercial cabinets manufactured , sourced and distributed under the sentrysafe brand .
this segment sells products principally in the u.s. , canada , europe , central america , japan and australia .
approximately 25% ( 25 % ) of 2017 net sales were to international markets .
this segment manufactures and sells key-controlled and combination padlocks , bicycle and cable locks , built-in locker locks , door hardware , automotive , trailer and towing locks , electronic access control solutions , and other specialty safety and security devices for consumer use to hardware , home center and other retail outlets .
in addition , the segment sells lock systems and fire resistant safes to locksmiths , industrial and institutional users , and original equipment manufacturers .
in aggregate , sales to the home depot and lowe 2019s comprised approximately 18% ( 18 % ) of the net sales of the security segment in 2017 .
master lock competes with abus , w.h .
brady , hampton , kwikset ( owned by spectrum brands ) , schlage ( owned by allegion ) , assa abloy and various imports , and sentrysafe competes with first alert , magnum , fortress , stack-on and fire king .
annual net sales for each of the last three fiscal years for each of our business segments were as follows : ( in millions ) 2017 2016 2015 .
( in millions ) | 2017 | 2016 | 2015
--------------- | -------- | -------- | --------
cabinets | $ 2467.1 | $ 2397.8 | $ 2173.4
plumbing | 1720.8 | 1534.4 | 1414.5
doors | 502.9 | 473.0 | 439.1
security | 592.5 | 579.7 | 552.4
total | $ 5283.3 | $ 4984.9 | $ 4579.4
for additional financial information for each of our business segments , refer to note 18 , 201cinformation on business segments , 201d to the consolidated financial statements in item 8 of this annual report on form other information raw materials .
the table below indicates the principal raw materials used by each of our segments .
these materials are available from a number of sources .
volatility in the prices of commodities and energy used in making and distributing our products impacts the cost of manufacturing our products. |
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dd4b9ec5c | page 59 of 94 notes to consolidated financial statements ball corporation and subsidiaries 13 .
debt and interest costs ( continued ) long-term debt obligations outstanding at december 31 , 2007 , have maturities of $ 127.1 million , $ 160 million , $ 388.4 million , $ 625.1 million and $ 550.3 million for the years ending december 31 , 2008 through 2012 , respectively , and $ 456.1 million thereafter .
ball provides letters of credit in the ordinary course of business to secure liabilities recorded in connection with industrial development revenue bonds and certain self-insurance arrangements .
letters of credit outstanding at december 31 , 2007 and 2006 , were $ 41 million and $ 52.4 million , respectively .
the notes payable and senior credit facilities are guaranteed on a full , unconditional and joint and several basis by certain of the company 2019s domestic wholly owned subsidiaries .
certain foreign denominated tranches of the senior credit facilities are similarly guaranteed by certain of the company 2019s wholly owned foreign subsidiaries .
note 22 contains further details as well as condensed , consolidating financial information for the company , segregating the guarantor subsidiaries and non-guarantor subsidiaries .
the company was not in default of any loan agreement at december 31 , 2007 , and has met all debt payment obligations .
the u.s .
note agreements , bank credit agreement and industrial development revenue bond agreements contain certain restrictions relating to dividend payments , share repurchases , investments , financial ratios , guarantees and the incurrence of additional indebtedness .
on march 27 , 2006 , ball expanded its senior secured credit facilities with the addition of a $ 500 million term d loan facility due in installments through october 2011 .
also on march 27 , 2006 , ball issued at a price of 99.799 percent $ 450 million of 6.625% ( 6.625 % ) senior notes ( effective yield to maturity of 6.65 percent ) due in march 2018 .
the proceeds from these financings were used to refinance existing u.s .
can debt with ball corporation debt at lower interest rates , acquire certain north american plastic container net assets from alcan and reduce seasonal working capital debt .
( see note 3 for further details of the acquisitions. ) on october 13 , 2005 , ball refinanced its senior secured credit facilities to extend debt maturities at lower interest rate spreads and provide the company with additional borrowing capacity for future growth .
during the third and fourth quarters of 2005 , ball redeemed its 7.75% ( 7.75 % ) senior notes due in august 2006 .
the refinancing and senior note redemptions resulted in a debt refinancing charge of $ 19.3 million ( $ 12.3 million after tax ) for the related call premium and unamortized debt issuance costs .
a summary of total interest cost paid and accrued follows: .
( $ in millions ) | 2007 | 2006 | 2005
--------------------------------------- | ------------ | ------------ | ------------
interest costs before refinancing costs | $ 155.8 | $ 142.5 | $ 102.4
debt refinancing costs | 2013 | 2013 | 19.3
total interest costs | 155.8 | 142.5 | 121.7
amounts capitalized | -6.4 ( 6.4 ) | -8.1 ( 8.1 ) | -5.3 ( 5.3 )
interest expense | $ 149.4 | $ 134.4 | $ 116.4
interest paid during the year ( a ) | $ 153.9 | $ 125.4 | $ 138.5
( a ) includes $ 6.6 million paid in 2005 in connection with the redemption of the company 2019s senior and senior subordinated notes. |
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dd498989a | of exiting a business in japan , economic weakness in asia and political unrest in thailand , partially offset by growth in new zealand and certain emerging markets .
reinsurance commissions , fees and other revenue increased 48% ( 48 % ) , due mainly to the benfield merger , partially offset by unfavorable foreign currency translation .
organic revenue is even with 2008 , as growth in domestic treaty business and slightly higher pricing was offset by greater client retention , and declines in investment banking and facultative placements .
operating income operating income increased $ 54 million or 6% ( 6 % ) from 2008 to $ 900 million in 2009 .
in 2009 , operating income margins in this segment were 14.3% ( 14.3 % ) , up 60 basis points from 13.7% ( 13.7 % ) in 2008 .
contributing to increased operating income and margins were the merger with benfield , lower e&o costs due to insurance recoveries , a pension curtailment gain of $ 54 million in 2009 versus a curtailment loss of $ 6 million in 2008 , declines in anti-corruption and compliance initiative costs of $ 35 million , restructuring savings , and other cost savings initiatives .
these items were partially offset by an increase of $ 140 million in restructuring costs , $ 95 million of lower fiduciary investment income , benfield integration costs and higher amortization of intangible assets obtained in the merger , and unfavorable foreign currency translation .
consulting .
years ended december 31, | 2009 | 2008 | 2007
------------------------------- | ---------------- | ---------------- | ----------------
segment revenue | $ 1267 | $ 1356 | $ 1345
segment operating income | 203 | 208 | 180
segment operating income margin | 16.0% ( 16.0 % ) | 15.3% ( 15.3 % ) | 13.4% ( 13.4 % )
our consulting segment generated 17% ( 17 % ) of our consolidated total revenues in 2009 and provides a broad range of human capital consulting services , as follows : consulting services : 1 .
health and benefits advises clients about how to structure , fund , and administer employee benefit programs that attract , retain , and motivate employees .
benefits consulting include health and welfare , executive benefits , workforce strategies and productivity , absence management , benefits administration , data-driven health , compliance , employee commitment , investment advisory and elective benefits services .
2 .
retirement specializes in global actuarial services , defined contribution consulting , investment consulting , tax and erisa consulting , and pension administration .
3 .
compensation focuses on compensatory advisory/counsel including : compensation planning design , executive reward strategies , salary survey and benchmarking , market share studies and sales force effectiveness , with special expertise in the financial services and technology industries .
4 .
strategic human capital delivers advice to complex global organizations on talent , change and organizational effectiveness issues , including talent strategy and acquisition , executive on-boarding , performance management , leadership assessment and development , communication strategy , workforce training and change management .
outsourcing offers employment processing , performance improvement , benefits administration and other employment-related services .
beginning in late 2008 and continuing throughout 2009 , the disruption in the global credit markets and the deterioration of the financial markets has created significant uncertainty in the marketplace .
the prolonged economic downturn is adversely impacting our clients 2019 financial condition and the levels of business activities in the industries and geographies where we operate .
while we believe that the majority of our practices are well positioned to manage through this time , these challenges are reducing demand for some of our services and depressing the price of those services , which is having an adverse effect on our new business and results of operations. |
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dd4bba6b4 | fiscal 2004 acquisitions in february 2004 , the company completed the acquisition of all the outstanding shares of accelerant networks , inc .
( accelerant ) for total consideration of $ 23.8 million , and the acquisition of the technology assets of analog design automation , inc .
( ada ) for total consideration of $ 12.2 million .
the company acquired accelerant in order to enhance the company 2019s standards-based ip solutions .
the company acquired the assets of ada in order to enhance the company 2019s analog and mixed signal offerings .
in october 2004 , the company completed the acquisition of cascade semiconductor solutions , inc .
( cascade ) for total upfront consideration of $ 15.8 million and contingent consideration of up to $ 10.0 million to be paid upon the achievement of certain performance milestones over the three years following the acquisition .
contingent consideration totaling $ 2.1 million was paid during the fourth quarter of fiscal 2005 and has been allocated to goodwill .
the company acquired cascade , an ip provider , in order to augment synopsys 2019 offerings of pci express products .
included in the total consideration for the accelerant and cascade acquisitions are aggregate acquisition costs of $ 4.3 million , consisting primarily of legal and accounting fees and other directly related charges .
as of october 31 , 2006 the company has paid substantially all the costs related to these acquisitions .
in fiscal 2004 , the company completed one additional acquisition and two additional asset acquisition transactions for aggregate consideration of $ 12.3 million in upfront payments and acquisition-related costs .
in process research and development expenses associated with these acquisitions totaled $ 1.6 million for fiscal 2004 .
these acquisitions are not considered material , individually or in the aggregate , to the company 2019s consolidated balance sheet and results of operations .
as of october 31 , 2006 , the company has paid substantially all the costs related to these acquisitions .
the company allocated the total aggregate purchase consideration for these transactions to the assets and liabilities acquired , including identifiable intangible assets , based on their respective fair values at the acquisition dates , resulting in aggregate goodwill of $ 24.5 million .
aggregate identifiable intangible assets as a result of these acquisitions , consisting primarily of purchased technology and other intangibles , are $ 44.8 million , and are being amortized over three to five years .
the company includes the amortization of purchased technology in cost of revenue in its statements of operations .
note 4 .
goodwill and intangible assets goodwill consists of the following: .
| ( in thousands )
-------------------------- | ----------------
balance at october 31 2004 | $ 593706
additions ( 1 ) | 169142
other adjustments ( 2 ) | -33869 ( 33869 )
balance at october 31 2005 | $ 728979
additions ( 3 ) | 27745
other adjustments ( 4 ) | -21081 ( 21081 )
balance at october 31 2006 | $ 735643
( 1 ) during fiscal year 2005 , additions represent goodwill acquired in acquisitions of ise and nassda of $ 72.9 million and $ 92.4 million , respectively , and contingent consideration earned and paid of $ 1.7 million and $ 2.1 million related to an immaterial acquisition and the acquisition of cascade , respectively .
( 2 ) during fiscal year 2005 , synopsys reduced goodwill primarily related to tax reserves for avant! no longer probable due to expiration of the federal statute of limitations for claims. |
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dd4b9f602 | management 2019s discussion and analysis of financial condition and results of operations state street corporation | 90 table 30 : total deposits average balance december 31 years ended december 31 .
( in millions ) | december 31 2017 | december 31 2016 | december 31 2017 | 2016
--------------- | ---------------- | ---------------- | ---------------- | --------
client deposits | $ 180149 | $ 176693 | $ 158996 | $ 156029
wholesale cds | 4747 | 10470 | 4812 | 14456
total deposits | $ 184896 | $ 187163 | $ 163808 | $ 170485
short-term funding our on-balance sheet liquid assets are also an integral component of our liquidity management strategy .
these assets provide liquidity through maturities of the assets , but more importantly , they provide us with the ability to raise funds by pledging the securities as collateral for borrowings or through outright sales .
in addition , our access to the global capital markets gives us the ability to source incremental funding at reasonable rates of interest from wholesale investors .
as discussed earlier under 201casset liquidity , 201d state street bank's membership in the fhlb allows for advances of liquidity with varying terms against high-quality collateral .
short-term secured funding also comes in the form of securities lent or sold under agreements to repurchase .
these transactions are short-term in nature , generally overnight , and are collateralized by high-quality investment securities .
these balances were $ 2.84 billion and $ 4.40 billion as of december 31 , 2017 and december 31 , 2016 , respectively .
state street bank currently maintains a line of credit with a financial institution of cad 1.40 billion , or approximately $ 1.11 billion as of december 31 , 2017 , to support its canadian securities processing operations .
the line of credit has no stated termination date and is cancelable by either party with prior notice .
as of december 31 , 2017 , there was no balance outstanding on this line of credit .
long-term funding we have the ability to issue debt and equity securities under our current universal shelf registration to meet current commitments and business needs , including accommodating the transaction and cash management needs of our clients .
in addition , state street bank , a wholly owned subsidiary of the parent company , also has authorization to issue up to $ 5 billion in unsecured senior debt and an additional $ 500 million of subordinated debt .
agency credit ratings our ability to maintain consistent access to liquidity is fostered by the maintenance of high investment-grade ratings as measured by the major independent credit rating agencies .
factors essential to maintaining high credit ratings include : 2022 diverse and stable core earnings ; 2022 relative market position ; 2022 strong risk management ; 2022 strong capital ratios ; 2022 diverse liquidity sources , including the global capital markets and client deposits ; 2022 strong liquidity monitoring procedures ; and 2022 preparedness for current or future regulatory developments .
high ratings limit borrowing costs and enhance our liquidity by : 2022 providing assurance for unsecured funding and depositors ; 2022 increasing the potential market for our debt and improving our ability to offer products ; 2022 serving markets ; and 2022 engaging in transactions in which clients value high credit ratings .
a downgrade or reduction of our credit ratings could have a material adverse effect on our liquidity by restricting our ability to access the capital markets , which could increase the related cost of funds .
in turn , this could cause the sudden and large-scale withdrawal of unsecured deposits by our clients , which could lead to draw-downs of unfunded commitments to extend credit or trigger requirements under securities purchase commitments ; or require additional collateral or force terminations of certain trading derivative contracts .
a majority of our derivative contracts have been entered into under bilateral agreements with counterparties who may require us to post collateral or terminate the transactions based on changes in our credit ratings .
we assess the impact of these arrangements by determining the collateral that would be required assuming a downgrade by all rating agencies .
the additional collateral or termination payments related to our net derivative liabilities under these arrangements that could have been called by counterparties in the event of a downgrade in our credit ratings below levels specified in the agreements is disclosed in note 10 to the consolidated financial statements included under item 8 , financial statements and supplementary data , of this form 10-k .
other funding sources , such as secured financing transactions and other margin requirements , for which there are no explicit triggers , could also be adversely affected. |
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dd4c1ddd6 | cash and a commitment to fund the capital needs of the business until such time as its cumulative funding is equal to funding that we have provided from inception through the effective date of the transaction .
the transaction created a new joint venture which does business as comercia global payments brazil .
as a result of the transaction , we deconsolidated global payments brazil , and we apply the equity method of accounting to our retained interest in comercia global payments brazil .
we recorded a gain on the transaction of $ 2.1 million which is included in interest and other income in the consolidated statement of income for the fiscal year ended may 31 , 2014 .
the results of the brazil operation from inception until the restructuring into a joint venture on september 30 , 2013 were not material to our consolidated results of operations , and the assets and liabilities that we derecognized were not material to our consolidated balance sheet .
american express portfolio on october 24 , 2013 , we acquired a merchant portfolio in the czech republic from american express limited for $ 1.9 million .
the acquired assets have been classified as customer-related intangible assets and contract-based intangible assets with estimated amortization periods of 10 years .
paypros on march 4 , 2014 , we completed the acquisition of 100% ( 100 % ) of the outstanding stock of payment processing , inc .
( 201cpaypros 201d ) for $ 420.0 million in cash plus $ 7.7 million in cash for working capital , subject to adjustment based on a final determination of working capital .
we funded the acquisition with a combination of cash on hand and proceeds from our new term loan .
paypros , based in california , is a provider of fully-integrated payment solutions for small-to-medium sized merchants in the united states .
paypros delivers its products and services through a network of technology-based enterprise software partners to vertical markets that are complementary to the markets served by accelerated payment technologies ( 201capt 201d ) , which we acquired in october 2012 .
we acquired paypros to expand our direct distribution capabilities in the united states and to further enhance our existing integrated solutions offerings .
this acquisition was recorded as a business combination , and the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values .
due to the timing of this transaction , the allocation of the purchase price is preliminary pending final valuation of intangible assets and deferred income taxes as well as resolution of the working capital settlement discussed above .
the purchase price of paypros was determined by analyzing the historical and prospective financial statements .
acquisition costs associated with this purchase were not material .
the following table summarizes the preliminary purchase price allocation ( in thousands ) : .
goodwill | $ 271577
---------------------------------- | ----------------
customer-related intangible assets | 147500
contract-based intangible assets | 31000
acquired technology | 10700
fixed assets | 1680
other assets | 4230
total assets acquired | 466687
deferred income taxes | -38949 ( 38949 )
net assets acquired | $ 427738
the preliminary purchase price allocation resulted in goodwill , included in the north america merchant services segment , of $ 271.6 million .
such goodwill is attributable primarily to synergies with the services offered and markets served by paypros .
the goodwill associated with the acquisition is not deductible for tax purposes .
the customer-related intangible assets and the contract-based intangible assets have an estimated amortization period of 13 years .
the acquired technology has an estimated amortization period of 7 years. |
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dd4bbf380 | shareholder return performance the line graph below compares the annual percentage change in ball corporation fffds cumulative total shareholder return on its common stock with the cumulative total return of the dow jones containers & packaging index and the s&p composite 500 stock index for the five-year period ended december 31 , 2011 .
it assumes $ 100 was invested on december 31 , 2006 , and that all dividends were reinvested .
the dow jones containers & packaging index total return has been weighted by market capitalization .
total return to stockholders ( assumes $ 100 investment on 12/31/06 ) total return analysis .
| 12/31/2006 | 12/31/2007 | 12/31/2008 | 12/31/2009 | 12/31/2010 | 12/31/2011
---------------------------- | ---------- | ---------- | ---------- | ---------- | ---------- | ----------
ball corporation | $ 100.00 | $ 104.05 | $ 97.04 | $ 121.73 | $ 161.39 | $ 170.70
dj us containers & packaging | $ 100.00 | $ 106.73 | $ 66.91 | $ 93.98 | $ 110.23 | $ 110.39
s&p 500 | $ 100.00 | $ 105.49 | $ 66.46 | $ 84.05 | $ 96.71 | $ 98.75
copyright a9 2012 standard & poor fffds , a division of the mcgraw-hill companies inc .
all rights reserved .
( www.researchdatagroup.com/s&p.htm ) copyright a9 2012 dow jones & company .
all rights reserved. |
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dd4bc2e5e | part ii item 5 .
market for registrant 2019s common equity , related stockholder matters and issuer purchases of equity securities the following table presents reported quarterly high and low per share sale prices of our class a common stock on the new york stock exchange ( nyse ) for the years 2006 and 2005. .
2006 | high | low
-------------------------- | ------- | -------
quarter ended march 31 | $ 32.68 | $ 26.66
quarter ended june 30 | 35.75 | 27.35
quarter ended september 30 | 36.92 | 29.98
quarter ended december 31 | 38.74 | 35.21
2005 | high | low
quarter ended march 31 | $ 19.28 | $ 17.30
quarter ended june 30 | 21.16 | 16.28
quarter ended september 30 | 25.20 | 20.70
quarter ended december 31 | 28.33 | 22.73
on february 22 , 2007 , the closing price of our class a common stock was $ 40.38 per share as reported on the nyse .
as of february 22 , 2007 , we had 419988395 outstanding shares of class a common stock and 623 registered holders .
in february 2004 , all outstanding shares of our class b common stock were converted into shares of our class a common stock on a one-for-one basis pursuant to the occurrence of the 201cdodge conversion event 201d as defined in our charter .
also in february 2004 , all outstanding shares of class c common stock were converted into shares of class a common stock on a one-for-one basis .
in august 2005 , we amended and restated our charter to , among other things , eliminate our class b common stock and class c common stock .
dividends we have never paid a dividend on any class of our common stock .
we anticipate that we may retain future earnings , if any , to fund the development and growth of our business .
the indentures governing our 7.50% ( 7.50 % ) senior notes due 2012 ( 7.50% ( 7.50 % ) notes ) and our 7.125% ( 7.125 % ) senior notes due 2012 ( 7.125% ( 7.125 % ) notes ) may prohibit us from paying dividends to our stockholders unless we satisfy certain financial covenants .
our credit facilities and the indentures governing the terms of our debt securities contain covenants that may restrict the ability of our subsidiaries from making to us any direct or indirect distribution , dividend or other payment on account of their limited liability company interests , partnership interests , capital stock or other equity interests .
under our credit facilities , the borrower subsidiaries may pay cash dividends or make other distributions to us in accordance with the applicable credit facility only if no default exists or would be created thereby .
the indenture governing the terms of the ati 7.25% ( 7.25 % ) notes prohibit ati and certain of our other subsidiaries that have guaranteed those notes ( sister guarantors ) from paying dividends and making other payments or distributions to us unless certain financial covenants are satisfied .
the indentures governing the terms of our 7.50% ( 7.50 % ) notes and 7.125% ( 7.125 % ) notes also contain certain restrictive covenants , which prohibit the restricted subsidiaries under these indentures from paying dividends and making other payments or distributions to us unless certain financial covenants are satisfied .
for more information about the restrictions under our credit facilities and our notes indentures , see item 7 of this annual report under the caption 201cmanagement 2019s discussion and analysis of financial condition and results of operations 2014liquidity and capital resources 2014factors affecting sources of liquidity 201d and note 7 to our consolidated financial statements included in this annual report. |
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dd4bf474c | financial assurance we must provide financial assurance to governmental agencies and a variety of other entities under applicable environmental regulations relating to our landfill operations for capping , closure and post-closure costs , and related to our performance under certain collection , landfill and transfer station contracts .
we satisfy these financial assurance requirements by providing surety bonds , letters of credit , or insurance policies ( financial assurance instruments ) , or trust deposits , which are included in restricted cash and marketable securities and other assets in our consolidated balance sheets .
the amount of the financial assurance requirements for capping , closure and post-closure costs is determined by applicable state environmental regulations .
the financial assurance requirements for capping , closure and post-closure costs may be associated with a portion of the landfill or the entire landfill .
generally , states require a third-party engineering specialist to determine the estimated capping , closure and post-closure costs that are used to determine the required amount of financial assurance for a landfill .
the amount of financial assurance required can , and generally will , differ from the obligation determined and recorded under u.s .
gaap .
the amount of the financial assurance requirements related to contract performance varies by contract .
additionally , we must provide financial assurance for our insurance program and collateral for certain performance obligations .
we do not expect a material increase in financial assurance requirements during 2018 , although the mix of financial assurance instruments may change .
these financial assurance instruments are issued in the normal course of business and are not considered indebtedness .
because we currently have no liability for the financial assurance instruments , they are not reflected in our consolidated balance sheets ; however , we record capping , closure and post-closure liabilities and insurance liabilities as they are incurred .
off-balance sheet arrangements we have no off-balance sheet debt or similar obligations , other than operating leases and financial assurances , which are not classified as debt .
we have no transactions or obligations with related parties that are not disclosed , consolidated into or reflected in our reported financial position or results of operations .
we have not guaranteed any third-party debt .
free cash flow we define free cash flow , which is not a measure determined in accordance with u.s .
gaap , as cash provided by operating activities less purchases of property and equipment , plus proceeds from sales of property and equipment , as presented in our consolidated statements of cash flows .
the following table calculates our free cash flow for the years ended december 31 , 2017 , 2016 and 2015 ( in millions of dollars ) : .
| 2017 | 2016 | 2015
--------------------------------------------- | ---------------- | ---------------- | ----------------
cash provided by operating activities | $ 1910.7 | $ 1847.8 | $ 1679.7
purchases of property and equipment | -989.8 ( 989.8 ) | -927.8 ( 927.8 ) | -945.6 ( 945.6 )
proceeds from sales of property and equipment | 6.1 | 9.8 | 21.2
free cash flow | $ 927.0 | $ 929.8 | $ 755.3
for a discussion of the changes in the components of free cash flow , see our discussion regarding cash flows provided by operating activities and cash flows used in investing activities contained elsewhere in this management 2019s discussion and analysis of financial condition and results of operations. |
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dd4bf91ac | american tower corporation and subsidiaries notes to consolidated financial statements 2014 ( continued ) operations , net , in the accompanying consolidated statements of operations for the year ended december 31 , 2003 .
( see note 9. ) other transactions 2014in august 2003 , the company consummated the sale of galaxy engineering ( galaxy ) , a radio frequency engineering , network design and tower-related consulting business ( previously included in the company 2019s network development services segment ) .
the purchase price of approximately $ 3.5 million included $ 2.0 million in cash , which the company received at closing , and an additional $ 1.5 million payable on january 15 , 2008 , or at an earlier date based on the future revenues of galaxy .
the company received $ 0.5 million of this amount in january 2005 .
pursuant to this transaction , the company recorded a net loss on disposal of approximately $ 2.4 million in the accompanying consolidated statement of operations for the year ended december 31 , 2003 .
in may 2003 , the company consummated the sale of an office building in westwood , massachusetts ( previously held primarily as rental property and included in the company 2019s rental and management segment ) for a purchase price of approximately $ 18.5 million , including $ 2.4 million of cash proceeds and the buyer 2019s assumption of $ 16.1 million of related mortgage notes .
pursuant to this transaction , the company recorded a net loss on disposal of approximately $ 3.6 million in the accompanying consolidated statement of operations for the year ended december 31 , 2003 .
in january 2003 , the company consummated the sale of flash technologies , its remaining components business ( previously included in the company 2019s network development services segment ) for approximately $ 35.5 million in cash and has recorded a net gain on disposal of approximately $ 0.1 million in the accompanying consolidated statement of operations for the year ended december 31 , 2003 .
in march 2003 , the company consummated the sale of an office building in schaumburg , illinois ( previously held primarily as rental property and included in the company 2019s rental and management segment ) for net proceeds of approximately $ 10.3 million in cash and recorded a net loss on disposal of $ 0.1 million in the accompanying consolidated statement of operations for the year ended december 31 , 2003 .
4 .
property and equipment property and equipment ( including assets held under capital leases ) consist of the following as of december 31 , ( in thousands ) : .
| 2005 | 2004
---------------------------------------------- | -------------------- | ------------------
towers | $ 4134155 | $ 2788162
equipment | 167504 | 115244
buildings and improvements | 184951 | 162120
land and improvements | 215974 | 176937
construction-in-progress | 36991 | 27866
total | 4739575 | 3270329
less accumulated depreciation and amortization | -1279049 ( 1279049 ) | -996973 ( 996973 )
property and equipment net | $ 3460526 | $ 2273356
5 .
goodwill and other intangible assets the company 2019s net carrying amount of goodwill was approximately $ 2.1 billion as of december 312005 and $ 592.7 million as of december 31 , 2004 , all of which related to its rental and management segment .
the increase in the carrying value was as a result of the goodwill of $ 1.5 billion acquired in the merger with spectrasite , inc .
( see note 2. ) |
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dd4b890be | ( 1 ) adjusted other income ( expense ) excludes pension settlement charges of $ 37 million , $ 128 million , and $ 220 million , for the years ended 2018 , 2017 , and 2016 , respectively .
( 2 ) adjusted items are generally taxed at the estimated annual effective tax rate , except for the applicable tax impact associated with estimated restructuring plan expenses , legacy litigation , accelerated tradename amortization , impairment charges and non-cash pension settlement charges , which are adjusted at the related jurisdictional rates .
in addition , tax expense excludes the tax impacts from the sale of certain assets and liabilities previously classified as held for sale as well as the tax adjustments recorded to finalize the 2017 accounting for the enactment date impact of the tax reform act recorded pursuant torr sab 118 .
( 3 ) adjusted net income from discontinued operations excludes the gain on sale of discontinued operations of $ 82 million , $ 779 million , and $ 0 million for the years ended 2018 , 2017 , and 2016 , respectively .
adjusted net income from discontinued operations excludes intangible asset amortization of $ 0 million , $ 11rr million , and $ 120 million for the twelve months ended december 31 , 2018 , 2017 , and 2016 , respectively .
the effective tax rate was further adjusted for the applicable tax impact associated with the gain on sale and intangible asset amortization , as applicable .
free cash flow we use free cash flow , defined as cash flow provided by operations minus capital expenditures , as a non-gaap measure of our core operating performance and cash generating capabilities of our business operations .
this supplemental information related to free cash flow represents a measure not in accordance with u.s .
gaap and should be viewed in addition to , not instead of , our financial statements .
the use of this non-gaap measure does not imply or represent the residual cash flow for discretionary expenditures .
a reconciliation of this non-gaap measure to cash flow provided by operations is as follows ( in millions ) : .
years ended december 31 | 2018 | 2017 | 2016
--------------------------------------------------- | ------------ | ------------ | ------------
cash provided by continuing operating activities | $ 1686 | $ 669 | $ 1829
capital expenditures used for continuing operations | -240 ( 240 ) | -183 ( 183 ) | -156 ( 156 )
free cash flow provided by continuing operations | $ 1446 | $ 486 | $ 1673
impact of foreign currency exchange rate fluctuations we conduct business in more than 120 countries and sovereignties and , because of this , foreign currency exchange rate fluctuations have a significant impact on our business .
foreign currency exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income .
therefore , to give financial statement users meaningful information about our operations , we have provided an illustration of the impact of foreign currency exchange rate fluctuations on our financial results .
the methodology used to calculate this impact isolates the impact of the change in currencies between periods by translating the prior year 2019s revenue , expenses , and net income using the current year 2019s foreign currency exchange rates .
translating prior year results at current year foreign currency exchange rates , currency fluctuations had a $ 0.08 favorable impact on net income per diluted share during the year ended december 31 , 2018 .
currency fluctuations had a $ 0.12 favorable impact on net income per diluted share during the year ended december 31 , 2017 , when 2016 results were translated at 2017 rates .
currency fluctuations had no impact on net income per diluted share during the year ended december 31 , 2016 , when 2015 results were translated at 2016 rates .
translating prior year results at current year foreign currency exchange rates , currency fluctuations had a $ 0.09 favorable impact on adjusted net income per diluted share during the year ended december 31 , 2018 .
currency fluctuations had a $ 0.08 favorable impact on adjusted net income per diluted share during the year ended december 31 , 2017 , when 2016 results were translated at 2017 rates .
currency fluctuations had a $ 0.04 unfavorable impact on adjusted net income per diluted share during the year ended december 31 , 2016 , when 2015 results were translated at 2016 rates .
these translations are performed for comparative purposes only and do not impact the accounting policies or practices for amounts included in the financial statements .
competition and markets authority the u.k . 2019s competition regulator , the competition and markets authority ( the 201ccma 201d ) , conducted a market investigation into the supply and acquisition of investment consulting and fiduciary management services , including those offered by aon and its competitors in the u.k. , to assess whether any feature or combination of features in the target market prevents , restricts , or distorts competition .
the cma issued a final report on december 12 , 2018 .
the cma will draft a series of orders that will set out the detailed remedies , expected in first quarter of 2019 , when they will be subject to further public consultation .
we do not anticipate the remedies to have a significant impact on the company 2019s consolidated financial position or business .
financial conduct authority the fca is conducting a market study to assess how effectively competition is working in the wholesale insurance broker sector in the u.k .
in which aon , through its subsidiaries , participates .
the fca has indicated that the purpose of a market study is to assess the extent to which the market is working well in the interests of customers and to identify features of the market that may impact competition .
depending on the study 2019s findings , the fca may require remedies in order to correct any features found |
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dd4c6501e | 24 2017 annual report performance graph the following chart presents a comparison for the five-year period ended june 30 , 2017 , of the market performance of the company 2019s common stock with the s&p 500 index and an index of peer companies selected by the company : comparison of 5 year cumulative total return among jack henry & associates , inc. , the s&p 500 index , and a peer group the following information depicts a line graph with the following values: .
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017
---------- | ------ | ------ | ------ | ------ | ------ | ------
jkhy | 100.00 | 138.34 | 177.10 | 195.72 | 267.64 | 322.60
peer group | 100.00 | 117.87 | 161.90 | 203.87 | 233.39 | 271.10
s&p 500 | 100.00 | 120.60 | 150.27 | 161.43 | 167.87 | 197.92
this comparison assumes $ 100 was invested on june 30 , 2012 , and assumes reinvestments of dividends .
total returns are calculated according to market capitalization of peer group members at the beginning of each period .
peer companies selected are in the business of providing specialized computer software , hardware and related services to financial institutions and other businesses .
companies in the peer group are aci worldwide , inc. ; bottomline technology , inc. ; broadridge financial solutions ; cardtronics , inc. ; convergys corp. ; corelogic , inc. ; dst systems , inc. ; euronet worldwide , inc. ; fair isaac corp. ; fidelity national information services , inc. ; fiserv , inc. ; global payments , inc. ; moneygram international , inc. ; ss&c technologies holdings , inc. ; total systems services , inc. ; tyler technologies , inc. ; verifone systems , inc. ; and wex , inc.. |
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dd497f854 | part ii item 5 .
market for registrant 2019s common equity , related stockholder matters , and issuer purchases of equity securities our common stock is listed on the new york stock exchange under the symbol "apd." as of 31 october 2019 , there were 5166 record holders of our common stock .
cash dividends on the company 2019s common stock are paid quarterly .
it is our expectation that we will continue to pay cash dividends in the future at comparable or increased levels .
the board of directors determines whether to declare dividends and the timing and amount based on financial condition and other factors it deems relevant .
dividend information for each quarter of fiscal years 2019 and 2018 is summarized below: .
| 2019 | 2018
-------------- | ------ | ------
first quarter | $ 1.10 | $ .95
second quarter | 1.16 | 1.10
third quarter | 1.16 | 1.10
fourth quarter | 1.16 | 1.10
total | $ 4.58 | $ 4.25
purchases of equity securities by the issuer on 15 september 2011 , the board of directors authorized the repurchase of up to $ 1.0 billion of our outstanding common stock .
this program does not have a stated expiration date .
we repurchase shares pursuant to rules 10b5-1 and 10b-18 under the securities exchange act of 1934 , as amended , through repurchase agreements established with one or more brokers .
there were no purchases of stock during fiscal year 2019 .
at 30 september 2019 , $ 485.3 million in share repurchase authorization remained .
additional purchases will be completed at the company 2019s discretion while maintaining sufficient funds for investing in its businesses and growth opportunities. |