likelihood of clawback improbable.
 company records deferred carried interest liability receives cash or capital allocations related to carried interest prior to meeting revenue recognition criteria.
 at december 31 , 2017 and 2016  company had $ 219 million and $ 152 million  of deferred carried interest recorded in other liabilities of consolidated vies on consolidated statements of financial condition.
 portion of deferred carried interest liability paid to certain employees.
 ultimate timing of recognition of performance fee revenue for products unknown.
 table presents changes in deferred carried interest liability ( including portion related to consolidated vies ) for 2017 and 2016:.
 for 2017 , 2016 2015  performance fee revenue included recognized carried interest ) totaled $ 594 million , $ 295 million and $ 621 million  respectively.
 fees earned for technology and risk management revenue recorded as services performed determined using value of positions on aladdin platform or fixed-rate basis.
 for 2017 , 2016 and 2016  technology and risk management revenue totaled $ 677 million, $ 595 million and $ 528 million  respectively.
 adjustments to revenue from initial estimates immaterial majority of blackrock 2019s investment advisory and administration revenue calculated based on aum company not record performance fee revenue until performance thresholds exceeded likelihood of clawback improbable.
 accounting developments recent accounting pronouncements not yet adopted.
 revenue from contracts with customers.
 in may 2014  financial accounting standards board ( 201d ) issued accounting standards update ( 201casu 201d ) 2014-09  revenue from contracts with customers ( 201casu 2014-09 201d ).
asu 2014-09 outlines single comprehensive model for entities accounting for revenue from contracts with customers supersedes current revenue recognition guidance including industry-specific guidance.
 guidance changes accounting for certain contract costs revises criteria for determining if entity acting as principal or agent in certain arrangements.
 key changes standard impact company 2019s revenue recognition relate to presentation of revenue contracts and associated contract costs.
 significant changes relates to presentation of distribution costs  currently presented net against revenues ( contra-revenue ) will presented as expense on gross basis.
 company adopted asu 2014-09 effective january 1, 2018 on full retrospective basis require 2016 and 2017 to be restated in future filings.
 cumulative effect adjustment to 2016 opening retained earnings not material.
 company expects net gross up to revenue to be approximately $ 1 billion with corresponding gross up to expense for both 2016 and 2017.
 company expects gaap operating margin to decline upon adoption due to gross up of revenue.
 no material impact expected on company 2019s adjusted operating margin.
 for accounting pronouncements company adopted during year ended december 31 , 2017 for additional recent accounting pronouncements not yet adopted see note 2 , significant accounting policies in consolidated financial statements in part ii , item 8 of filing.
 item 7a.
 quantitative and qualitative disclosures about market risk market price risk.
 blackrock 2019s investment advisory and administration fees primarily comprised of fees based on percentage of value of aum and in some performance fees expressed as percentage of returns realized on aum.
 at december 31 , 2017 majority of company 2019s investment advisory and administration fees were based on average or period end aum of applicable investment funds or separate accounts.
movements in equity market prices  interest rates/credit spreads  foreign exchange rates or all three could cause value of aum to decline result in lower investment advisory and administration fees.
 corporate investments portfolio risks.
 as a leading investment management firm , blackrock devotes resources to identifying  measuring monitoring  managing analyzing market and operating risks  including management and oversight of its own investment portfolio.
 board of directors company adopted guidelines for review of investments requiring investments be reviewed by certain senior officers company, certain investments may be referred to audit committee or board of directors  depending on circumstances for approval.
 in normal business blackrock is exposed to equity market price risk  interest rate/credit spread risk foreign exchange rate risk associated with its corporate investments.
 blackrock has investments primarily in sponsored investment products invest in variety of asset classes including real assets  private equity hedge funds.
 investments generally are made for co-investment purposes  establish performance track record  hedge exposure to certain deferred compensation plans or for regulatory purposes.
 company has a seed capital hedging program in enters into swaps to hedge market and interest rate exposure to certain investments.
 at december 31 , 2017 , company had outstanding total return swaps with aggregate notional value of approximately $ 587 million.
 at december 31 , 2017 , no outstanding interest rate swaps.

( in millions )                                     | 2017       | 2016
--------------------------------------------------- | ---------- | ----------
beginning balance                                   | $ 152      | $ 143
net increase ( decrease ) in unrealized allocations | 75         | 37
performance fee revenue recognized                  | -21 ( 21 ) | -28 ( 28 )
acquisition                                         | 13         | 2014
ending balance                                      | $ 219      | $ 152


zimmer holdings , inc.
 2013 form 10-k annual report notes to consolidated financial statements continued ) state income tax returns subject to examination for 3 to 5 years after filing return.
 state impact of federal changes remains subject to examination by various states for up to one year after formal notification states.
 various state income tax returns in process of examination , administrative appeals or litigation.
 tax returns under examination in foreign jurisdictions.
 foreign jurisdictions have statutes of limitations ranging from 3 to 5 years.
 years open to examination by foreign tax authorities in major jurisdictions include : australia ( 2009 canada ( 2007 france ( 2011 germany ( 2009 ireland 2009 italy ( 2010 japan ( 2010 korea ( 2008 puerto rico ( 2008 switzerland ( 2012 united kingdom ( 2012 onward ).
 16.
 capital stock and earnings per share authorized to issue 250 million shares of preferred stock  none issued or outstanding as of december 31 , 2013.
 numerator for basic and diluted earnings per share is net earnings available to common stockholders.
 denominator for basic earnings per share is weighted average number of common shares outstanding during period.
 denominator for diluted earnings per share is weighted average shares outstanding adjusted for effect of dilutive stock options and other equity awards.
 reconciliation of weighted average shares for basic and diluted share computations ( in millions ) :.
 weighted average shares outstanding for basic net earnings per share 169. 6 174. 9 187. 6 effect of dilutive stock options and other equity awards 2. 2 1. 1 1. 1 weighted average shares outstanding for diluted net earnings per share 171. 8 176. 0 188. 7 for year ended december 31 , 2013 , average of 3.1 million options to purchase shares common stock not included in computation diluted earnings per share as exercise prices options greater than average market price of common stock.
 for years ended december 31 , 2012 and 2011 , average of 11. 9 million and 13. 2 million options not included.
 during 2013  repurchased 9. 1 million shares of common stock at average price of $ 78. 88 per share for total cash outlay of $ 719. 0 million  including commissions.
 effective january 1 , 2014  new share repurchase program authorizes purchases of up to $ 1. 0 billion with no expiration date.
 no further purchases made under previous share repurchase program.
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 segment data we design , develop , manufacture and market orthopaedic reconstructive implants , biologics, dental implants, spinal implants , trauma products and related surgical products include surgical supplies and instruments to aid in surgical procedures post-operation rehabilitation.
 provide other healthcare-related services.
 manage operations through three major geographic segments americas , principally u.
 includes north , central south american markets ; europe  includes middle east and african markets ; and asia pacific , primarily of japan includes other asian and pacific markets.
 structure basis for reportable segment information.
 management evaluates reportable segment performance based upon segment operating profit exclusive of operating expenses pertaining to share-based payment expense , inventory step-up certain other inventory and manufacturing related charges  201ccertain claims , 201d goodwill impairment  201cspecial items  201d and global operations and corporate functions.
 operations corporate functions include research , development engineering , medical education , brand management , corporate legal , finance , and human resource functions.puerto rico ireland-based manufacturing operations logistics intangible asset amortization from business combination accounting.
 intercompany transactions eliminated from segment operating profit.
 management reviews accounts receivable  inventory  property plant equipment  goodwill intangible assets by reportable segment exclusive of u. s.  puerto rico ireland-based manufacturing operations logistics corporate assets.

for the years ended december 31,                                       | 2013  | 2012  | 2011
---------------------------------------------------------------------- | ----- | ----- | -----
weighted average shares outstanding for basic net earnings per share   | 169.6 | 174.9 | 187.6
effect of dilutive stock options and other equity awards               | 2.2   | 1.1   | 1.1
weighted average shares outstanding for diluted net earnings per share | 171.8 | 176.0 | 188.7


stock total return performance graph compares our total return to stockholders with returns standard & poor 2019s composite 500 index ( 201cs&p 500 201d ) and dow jones us select health care providers index ( 201cpeer group 201d ) for five years ended december 31 , 2017.
 graph assumes investment of $ 100 in each our common stock , s&p 500  peer group on december 31 , 2012  dividends reinvested when paid.
 stock price performance graph not indicative of future stock price performance.

| 12/31/2012 | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017
---------- | ---------- | ---------- | ---------- | ---------- | ---------- | ----------
hum        | $ 100      | $ 152      | $ 214      | $ 267      | $ 307      | $ 377
s&p 500    | $ 100      | $ 132      | $ 150      | $ 153      | $ 171      | $ 208
peer group | $ 100      | $ 137      | $ 175      | $ 186      | $ 188      | $ 238


affected by lower sales volume of cabinets divestiture of arrow and moores businesses unfavorable sales mix of international plumbing products decreased sales by two percent compared to 2016.
 net sales for 2016 positively affected by increased sales volume of plumbing products  paints other coating products builders' hardware increased sales by approximately five percent compared to 2015.
 net sales 2016 positively affected by favorable sales mix of cabinets and windows net selling price increases of north american windows north american international plumbing products increased sales approximately one percent.
 net sales for 2016 negatively affected by lower sales volume of cabinets lower net selling prices of paints other coating products decreased sales by two percent.
 net sales for 2015 positively affected by increased sales volume of plumbing products  paints other coating products windows builders' hardware.
 net sales for 2015 positively affected by net selling price increases of plumbing products  cabinets windows sales mix of north american cabinets and windows.
 net sales for 2015 negatively affected by lower sales volume of cabinets lower net selling prices of paints other coating products.
 gross profit margins were 34. 2 percent , 33. 4 percent 31. 5 percent in 2017 , 2016 2015 .
 2017 and 2016 gross profit margins positively impacted by increased sales volume favorable relationship between net selling prices commodity costs cost savings initiatives.
 2016 gross profit margins negatively impacted by increase in warranty costs from change in estimate of expected future warranty claim costs.
 selling , general and administrative expenses as percent of sales were 18. 9 percent in 2017 compared with 19. 1 percent in 2016 and 18. 7 percent in 2015.
selling , general and administrative expenses as a percent of sales in 2017 reflect increased sales and the effect of cost containment measures , partially offset by an increase in strategic growth investments , stock-based compensation , health insurance costs and trade show costs.
 selling , general and administrative expenses as a percent of sales in 2016 reflect strategic growth investments , erp system implementation costs and higher insurance costs.
 the following table reconciles reported operating profit to operating profit , as adjusted to exclude certain items , dollars in millions:.
 operating profit margins in 2017 and 2016 were positively affected by increased sales volume , cost savings initiatives , and a more favorable relationship between net selling prices and commodity costs.
 operating profit margin in 2017 was negatively impacted by an increase in strategic growth investments and certain other expenses , including stock-based compensation , health insurance costs , trade show costs and increased head count.
 operating profit margin in 2016 was negatively impacted by an increase in warranty costs by a business in our windows and other specialty products segment and an increase in strategic growth investments , as well as erp system implementation costs and higher insurance costs.
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| 2017             | 2016             | 2015
---------------------------------------- | ---------------- | ---------------- | ----------------
operating profit as reported             | $ 1169           | $ 1053           | $ 914
rationalization charges                  | 4                | 22               | 18
gain from sale of property and equipment | 2014             | 2014             | -5 ( 5 )
operating profit as adjusted             | $ 1173           | $ 1075           | $ 927
operating profit margins as reported     | 15.3% ( 15.3 % ) | 14.3% ( 14.3 % ) | 12.8% ( 12.8 % )
operating profit margins as adjusted     | 15.3% ( 15.3 % ) | 14.6% ( 14.6 % ) | 13.0% ( 13.0 % )


management 2019s discussion analysis net revenues in equities were $ 8. 26 billion for 2011 , 2% ( 2 % ) higher than 2010.
 during 2011  average volatility levels increased equity prices in europe and asia declined particularly during third quarter.
 increase in net revenues reflected higher commissions and fees  due to higher market volumes particularly third quarter of 2011.
 net revenues in securities services increased compared with 2010  reflecting impact of higher average customer balances.
 equities client execution net revenues lower than 2010  primarily reflecting lower net revenues in shares.
 net gain attributable to impact of changes in credit spreads on borrowings for fair value option elected was $ 596 million ( $ 399 million and $ 197 million related to fixed income, currency commodities client execution equities client execution ) for 2011 , compared with net gain of $ 198 million ( $ 188 million and $ 10 million related to fixed income , currency commodities client execution equities client execution  ) for 2010.
 institutional client services operated in environment by increased concerns regarding weakened global economies  heightened european sovereign debt risk  impact on european banking system global financial institutions.
 conditions impacted expectations for economic prospects in united states reflected in equity and debt markets broadly.
 downgrade in credit ratings of u. s.
 government federal agencies many financial institutions during second half of 2011 contributed to further uncertainty in markets.
 these concerns other broad market concerns uncertainty over financial regulatory reform  negative impact on net revenues during 2011.
 operating expenses were $ 12.84 billion for 2011 , 14% ( 14 % ) lower than 2010 due to decreased compensation benefits expenses from lower net revenues lower net provisions for litigation regulatory proceedings ( 2010 included $ 550 million related to settlement with sec ) impact of.
 bank payroll tax during 2010 impairment of nyse dmm rights of $ 305 million during 2010.
 decreases partially offset by higher brokerage , clearing exchange distribution fees reflecting higher transaction volumes in equities.
 pre-tax earnings were $ 4. 44 billion in 2011 35% ( 35 % ) lower than 2010.
 investing & lending lending includes investing activities origination of loans to provide financing to clients.
 investments loans typically longer-term.
 make investments indirectly through funds manage in debt securities loans  public private equity securities  real estate  consolidated investment entities power generation facilities.
 table presents operating results of investing & lending segment.
 2012 versus 2011.
 net revenues in investing & lending were $ 5. 89 billion and $ 2. 14 billion for 2012 and 2011  respectively.
 2012 investing net revenues positively impacted by tighter credit spreads increase in global equity prices.
 results for 2012 included gain of $ 408 million from investment in ordinary shares of icbc net gains of $ 2. 39 billion from other investments in equities primarily private equities net gains net interest income of $ 1. 85 billion from debt securities loans other net revenues of $ 1. 24 billion related to consolidated investment entities.
 if equity markets decline or credit spreads widen net revenues in investing & lending likely be negatively impacted.
 operating expenses were $ 2. 67 billion for 2012 unchanged compared with 2011.
pre-tax earnings $ 3. 23 billion 2012 compared pre-tax loss $ 531 million 2011.
 goldman sachs 2012 annual report 55

in millions                          | year ended december 2012 | year ended december 2011 | year ended december 2010
------------------------------------ | ------------------------ | ------------------------ | ------------------------
icbc                                 | $ 408                    | $ -517 ( 517 )           | $ 747
equity securities ( excluding icbc ) | 2392                     | 1120                     | 2692
debt securities and loans            | 1850                     | 96                       | 2597
other                                | 1241                     | 1443                     | 1505
total net revenues                   | 5891                     | 2142                     | 7541
operating expenses                   | 2666                     | 2673                     | 3361
pre-tax earnings/ ( loss )           | $ 3225                   | $ -531 ( 531 )           | $ 4180


financing activities decrease in cash used in 2010 relative to 2009 attributable to decrease in commercial paper repayments net proceeds from share issuance to bm&fbovespa termination of nymex securities lending program in 2009.
 decrease partially offset by distribution to dow jones of $ 607. 5 million related to index services increase in share repurchases of $ 548. 3 million.
 share repurchases increased to offset dilution associated with issuance of shares to bm&fbovespa.
 increase in cash used in 2009 relative to 2008 due to new issuances of debt of $ 2. 9 billion in 2008 with merger with nymex holdings compared with net debt reductions of $ 900. 1 million in debt instruments.
 table summarizes debt outstanding as of december 31 , 2010:.
 fixed rate notes due march 2018  interest equal to 4. 40% ( 4. 40 % ).
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. ( in september 2008 company entered into interest rate swap agreement that modified variable interest obligation associated with loan interest payable became fixed at rate of 4. 72% ( 4. 72 % ) beginning with interest accrued after october 22 , 2008.
 interest rate swap agreement terminated on january 11 , 2011 when loan repaid.
 in march 2010  completed unregistered offering of fixed rate notes due 2018.
 net proceeds from offering used to fund distribution to dow jones with investment in index services.
february 2010  entered forward-starting interest rate swap agreement modified interest obligation associated with notes interest payable on notes became fixed at rate of 4. 46% ( 4. 46 % ) beginning with interest accrued after march 18 , 2010.
 maintained $ 1. 4 billion senior credit facility with various financial institutions including $ 420. 5 million term loan and $ 945. 5 million revolving credit facility.
 senior credit facility terminated on january 11 , 2011.
 commercial paper outstanding backed by revolving credit facility.
 under senior credit facility required to maintain consolidated net worth of at least $ 12. 1 billion.
 effective january 11, 2011  entered into new $ 1. 0 billion multi-currency revolving senior credit facility with various financial institutions.
 proceeds from revolving senior credit facility be used for general corporate purposes includes providing liquidity for clearing house.
 not in default under new senior credit facility option to increase facility to time by aggregate amount of up to $ 1. 8 billion with consent of agent and lenders providing additional funds.
 new senior credit facility matures in january 2014 voluntarily prepayable time to without premium or penalty.
 under new credit facility required to remain in compliance with consolidated net worth test  defined as consolidated shareholders 2019 equity as of september 30 , 2010  giving effect to share repurchases made and special dividends paid during term of agreement ( no event greater than $ 2. 0 billion in aggregate ) multiplied by 0. 65.
 maintain 364-day fully secured , committed line of credit with consortium of domestic and international banks used in certain situations by our clearing house.
we may use proceeds to provide temporary liquidity in unlikely event clearing firm default , event liquidity constraint or default by depositary ( custodian for our collateral ), or event temporary disruption with domestic payments system delay payment of settlement variation between us and clearing firms.
 clearing firm guaranty fund contributions received in form of u. s.
 treasury securities , government agency securities or

( in millions )                                                                | par value
------------------------------------------------------------------------------ | ---------
term loan due 2011 interest equal to 3-month libor plus 1.00% ( 1.00 % ) ( 1 ) | $ 420.5
fixed rate notes due august 2013 interest equal to 5.40% ( 5.40 % )            | 750.0
fixed rate notes due february 2014 interest equal to 5.75% ( 5.75 % )          | 750.0
fixed rate notes due march 2018 interest equal to 4.40% ( 4.40 % ) ( 2 )       | 612.5


acquisition added 1700 water customers nearly 2000 wastewater customers.
 tex as assets served 4200 water 1100 wastewater customers in greater houston metropolitan result of sales regulated subsidiaries presented as discontinued operations for all periods.
 amounts statistics tables in section refer to on-going operations unless otherwise noted.
 following table sets forth regulated businesses operating revenue for 2013 number of customers from continuing operations estimate of population served as of december 31 , 2013 : operating revenues ( in millions ) % ( % ) of total number of customers % ( % ) of total estimated population served ( in millions ) % ( % ) of total.
 ( a ) includes illinois-american water company  ilawc american lake water company  regulated subsidiary in illinois.
 ( b ) west virginia-american water company  wvawc  subsidiary bluefield valley water works company.
 ( c ) includes data from operating subsidiaries in states : georgia , hawaii , iowa, kentucky , maryland, michigan new york  tennessee virginia.
 approximately 87. 5 % ( % ) of operating revenue from regulated businesses in 2013 generated from approximately 2. 7 million customers in seven largest states operating revenues.
 in fiscal year 2013  no single customer accounted for more than 10% ( 10 % ) of annual operating revenue.
 overview of networks facilities water supply regulated businesses operate in approximately 1500 communities in 16 states in united states.
 primary operating assets include 87 dams 80 surface water treatment plants  500 groundwater treatment plants  1000 groundwater wells  100 wastewater treatment facilities  1200 treated water storage facilities  1300 pumping stations  47000 miles of mains collection pipes.
regulated utilities own substantially all assets used by our regulated businesses.
 we generally own land and physical assets used to store , extract treat source water.
 typically  do not own water itself , held in public trust allocated to us through contracts allocation rights by federal and state agencies or through ownership of water rights local law.
 maintaining reliability of networks is key activity of regulated businesses.
 we have ongoing infrastructure renewal programs in all states in regulated businesses operate.
 these programs consist of rehabilitation of existing mains and replacement of mains end of useful service lives.
 our ability to meet existing future water demands of customers depends on adequate supply of water.
 drought  governmental restrictions overuse of sources of water  protection of threatened species or

new jersey                    | operatingrevenues ( in millions ) $ 638.0 | % (  % ) of total 24.6% ( 24.6 % ) | number ofcustomers 647168 | % (  % ) of total 20.1% ( 20.1 % ) | estimatedpopulationserved ( in millions ) 2.5 | % (  % ) of total 21.7% ( 21.7 % )
----------------------------- | ----------------------------------------- | ---------------------------------- | ------------------------- | ---------------------------------- | --------------------------------------------- | ----------------------------------
pennsylvania                  | 571.2                                     | 22.0% ( 22.0 % )                   | 666947                    | 20.7% ( 20.7 % )                   | 2.1                                           | 18.3% ( 18.3 % )
missouri                      | 264.8                                     | 10.2% ( 10.2 % )                   | 464232                    | 14.4% ( 14.4 % )                   | 1.5                                           | 13.1% ( 13.1 % )
illinois ( a )                | 261.7                                     | 10.1% ( 10.1 % )                   | 311464                    | 9.7% ( 9.7 % )                     | 1.2                                           | 10.4% ( 10.4 % )
california                    | 209.5                                     | 8.1% ( 8.1 % )                     | 173986                    | 5.4% ( 5.4 % )                     | 0.6                                           | 5.2% ( 5.2 % )
indiana                       | 199.2                                     | 7.7% ( 7.7 % )                     | 293345                    | 9.1% ( 9.1 % )                     | 1.2                                           | 10.4% ( 10.4 % )
west virginia ( b )           | 124.2                                     | 4.8% ( 4.8 % )                     | 173208                    | 5.4% ( 5.4 % )                     | 0.6                                           | 5.2% ( 5.2 % )
subtotal ( top seven states ) | 2268.6                                    | 87.5% ( 87.5 % )                   | 2730350                   | 84.8% ( 84.8 % )                   | 9.7                                           | 84.3% ( 84.3 % )
other ( c )                   | 325.3                                     | 12.5% ( 12.5 % )                   | 489149                    | 15.2% ( 15.2 % )                   | 1.8                                           | 15.7% ( 15.7 % )
total regulated businesses    | $ 2593.9                                  | 100.0% ( 100.0 % )                 | 3219499                   | 100.0% ( 100.0 % )                 | 11.5                                          | 100.0% ( 100.0 % )


addition to committed credit facilities subsidiaries maintain short-term credit arrangements to meet working capital needs.
 these credit arrangements  amounted to approximately $ 2. 9 billion at december 31 , 2015 , and $ 3. 2 billion at december 31 , 2014 for sole use of subsidiaries.
 borrowings under arrangements amounted to $ 825 million at december 31 , 2015  and $ 1. 2 billion at december 31 , 2014.
 commercial paper program 2013 commercial paper programs in in u. s.
 and europe.
 at december 31 , 2015 and december 31 , 2014 no commercial paper outstanding.
 effective april 19 , 2013  commercial paper program in u. s.
 increased by $ 2. 0 billion.
 commercial paper programs in u. s.
 and in europe have aggregate issuance capacity of $ 8. 0 billion.
 expect existence of commercial paper program and committed credit facilities with operating cash flows will enable us to meet liquidity requirements.
 sale of accounts receivable 2013 to mitigate credit risk enhance cash and liquidity management we sell trade receivables to unaffiliated financial institutions.
 arrangements allow us to sell ongoing certain trade receivables without recourse.
 trade receivables sold are generally short-term removed from consolidated balance sheets.
 sell trade receivables under two types of arrangements , servicing and non-servicing.
 operating cash flows impacted by amount trade receivables sold and derecognized from consolidated balance sheets remained outstanding with unaffiliated financial institutions.
 trade receivables sold remained outstanding arrangements as of december 31 , 2015 , 2014 and 2013 were $ 888 million , $ 120 million and $ 146 million , respectively.
 net proceeds received included in cash provided by operating activities in consolidated statements of cash flows.
further details see item 8 , note 23.
 sale of accounts receivable to consolidated financial statements.
 debt 2013 total debt was $ 28. 5 billion at december 31 , 2015  $ 29. 5 billion at december 31 , 2014.
 total debt primarily fixed rate nature.
 further details see item 8 , note 7.
 indebtedness.
 weighted-average all-in financing cost of total debt was 3. 0% ( 3. 0 % ) in 2015  compared to 3. 2% ( 3. 2 % ) in 2014.
 see item 8, note 16.
 fair value measurements to consolidated financial statements discussion disclosures related fair value of debt.
 amount of debt can issue subject to approval by board of directors.
 on february 21, 2014 filed shelf registration statement with u.
 securities and exchange commission  may sell debt securities and/or warrants to purchase debt securities over three-year period.
 debt issuances in 2015 were follows : ( in millions ) type face value interest rate issuance maturity u.
 dollar notes ( a ) $ 500 1. 250% ( 1. 250 % ) august 2015 august 2017.
 dollar notes ( a ) $ 750 3. 375% ( 3. 375 % ) august 2015 august 2025 interest on notes payable annually in arrears beginning february 2016.
 net proceeds from sale of securities used for general corporate purposes.
 weighted-average time to maturity of long-term debt was 10. 8 years at end of 2014 10. 5 years at end of 2015.
 2022 off-balance sheet arrangements aggregate contractual obligations no off-balance sheet arrangements including special purpose entities  other than guarantees and contractual obligations discussed below.
 committed credit facilities subsidiaries maintain short-term credit arrangements to meet working capital needs.
credit arrangements amounted to approximately $ 2. 9 billion at december 31 , 2015  and $ 3. 2 billion at december 31 , 2014 for sole use of subsidiaries.
 borrowings under arrangements amounted to $ 825 million at december 31 , 2015  $ 1. 2 billion at december 31 , 2014.
 commercial paper program 2013 commercial paper programs in in u. s.
 and in europe.
 at december 31 , 2015 and december 31 , 2014 no commercial paper outstanding.
 effective april 19 , 2013 commercial paper program in u. s.
 increased by $ 2. 0 billion.
 commercial paper programs in u. s.
 europe have aggregate issuance capacity of $ 8. 0 billion.
 expect existence of commercial paper program and committed credit facilities with operating cash flows will enable to meet liquidity requirements.
 sale of accounts receivable 2013 to mitigate credit risk enhance cash and liquidity management sell trade receivables to unaffiliated financial institutions.
 arrangements allow to sell ongoing basis certain trade receivables without recourse.
 trade receivables sold generally short-term removed from consolidated balance sheets.
 sell trade receivables under two types of arrangements  servicing and non-servicing.
 operating cash flows impacted by amount trade receivables sold and derecognized from consolidated balance sheets remained outstanding with unaffiliated financial institutions.
 trade receivables sold remained outstanding under arrangements as of december 31 , 2015 , 2014 and 2013 were $ 888 million , $ 120 million and $ 146 million  respectively.
 net proceeds received included in cash provided by operating activities in consolidated statements of cash flows.
 for further details see item 8 , note 23.
 sale of accounts receivable to consolidated financial statements.
debt 2013 total debt was $ 28. 5 billion at december 31, 2015 $ 29. 5 billion at december 31 , 2014.
 total debt primarily fixed rate.
 for further details see item 8 , note 7.
 indebtedness.
 weighted-average all-in financing cost of total debt was 3. 0% ( 3. 0 % ) in 2015  compared to 3. 2% ( 3. 2 % ) in 2014.
 see item 8 , note 16.
 fair value measurements to consolidated financial statements discussion of disclosures related fair value of debt.
 amount of debt can issue subject to approval by board of directors.
 february 21, 2014 filed shelf registration statement with.
 securities and exchange commission  may sell debt securities/or warrants to purchase debt securities over three-year period.
 debt issuances in 2015 were : ( in millions ) type face value interest rate issuance maturity.
 dollar notes ( a ) $ 500 1. 250% ( 1. 250 % ) august 2015 august 2017.
 dollar notes ( a ) $ 750 3. 375% ( 3. 375 % ) august 2015 august 2025 interest on notes payable annually in arrears beginning february 2016.
 net proceeds from sale of securities used for general corporate purposes.
 weighted-average time to maturity of long-term debt was 10. 8 years at end of 2014 10. 5 years at end of 2015.
 2022 off-balance sheet arrangements aggregate contractual obligations no off-balance sheet arrangements including special purpose entities other than guarantees and contractual obligations discussed below.

type               |       | face value | interest rate      | issuance    | maturity
------------------ | ----- | ---------- | ------------------ | ----------- | -----------
u.s . dollar notes | ( a ) | $ 500      | 1.250% ( 1.250 % ) | august 2015 | august 2017
u.s . dollar notes | ( a ) | $ 750      | 3.375% ( 3.375 % ) | august 2015 | august 2025


result of acquisition of third wave on july 24 , 2008 , we assumed certain operating leases  most significant related to their corporate facility in madison , wisconsin  effective through september 2014.
 future lease payments on these operating leases were approximately $ 5. 8 million as of september 27 , 2008.
 additionally assumed several license agreements for certain patent rights.
 payments made through 2011 future payments under license agreements are approximately $ 7. 0 million as of september 27 , 2008.
 contractual obligations.
 following table summarizes contractual obligations and commitments as of september 27 , 2008:.
 ( 1 ) approximately $ 6. 4 million of purchase obligations relates to exclusive distribution and service agreement in united states will sell and service line of extremity mri systems.
 terms contract certain minimum inventory purchase obligations for initial term of eighteen months.
 thereafter purchase obligations subject to renegotiation in unforeseen changes in market dynamics.
 ( 2 ) result of merger with cytyc , assumed consolidated basis non-cancelable supply contracts.
 for reasons of quality assurance , sole source availability or cost effectiveness , certain key components and raw materials available only from sole supplier.
 to assure continuity of supply maintaining high quality and reliability long-term supply contracts executed with these suppliers.
 in certain contracts  minimum purchase commitment established.
 ( 3 ) result of merger with cytyc , assumed private equity investment commitment with limited liability partnership  paid over succeeding three years.
 amounts above do not include amount payable to biolucent and adiana for earn-outs.
 working on several projects expect to continue to review and evaluate potential acquisitions of businesses , products or technologies , and strategic alliances believe will complement our current or future business.
subject to risk factors in part i , item 1a of this report general disclaimers in our special note regarding forward-looking statements at outset report , we believe cash flow from operations and cash from our amended credit agreement will provide sufficient funds to fund expected operations over next twelve months.
 longer-term liquidity contingent upon future operating performance ability to meet financial covenants under amended credit agreement.
 may require additional capital in future to fund capital expenditures , acquisitions other investments  to repay convertible notes.
 holders of convertible notes may require us to repurchase notes on december 13 of 2013, each of december 15 , 2017 , 2022 , 2027 2032 at repurchase price equal to 100% ( 100 % ) of accreted principal amount.
 these capital requirements could be substantial.
 operating performance may be affected by matters discussed under above-referenced risk factors elsewhere in report.
 these risks , trends uncertainties may adversely affect our long- term liquidity.

contractual obligations                | payments due by period less than 1 year | payments due by period 1-3 years | payments due by period 3-5 years | payments due by period more than 5 years | payments due by period total
-------------------------------------- | --------------------------------------- | -------------------------------- | -------------------------------- | ---------------------------------------- | ----------------------------
long-term debt obligations             | $ 38480                                 | $ 109436                         | $ 327400                         | $ 1725584                                | $ 2200900
interest on long-term debt obligations | 58734                                   | 110973                           | 90433                            | 7484                                     | 267624
operating leases                       | 18528                                   | 33162                            | 27199                            | 63616                                    | 142505
purchase obligations ( 1 )             | 33176                                   | 15703                            | 2014                             | 2014                                     | 48879
financing leases                       | 2408                                    | 5035                             | 5333                             | 15008                                    | 27784
long-term supply contracts ( 2 )       | 3371                                    | 6000                             | 3750                             | 2014                                     | 13121
private equity investment ( 3 )        | 1874                                    | 2014                             | 2014                             | 2014                                     | 1874
total contractual obligations          | $ 156571                                | $ 280309                         | $ 454115                         | $ 1811692                                | $ 2702687


2007 annual report 41 snap-on 2019s long-term financing strategy is maintain continuous access to debt markets accommodate liquidity needs.
 see note 9 to consolidated financial statements for information on snap-on 2019s debt and credit facilities.
 discussion focuses on information consolidated statements of cash flow.
 cash flow from operating activities was $ 231. 1 million in 2007 , $ 203. 4 million in 2006  $ 221. 1 million in 2005.
 depreciation expense was $ 53. 5 million in 2007  $ 48. 5 million in 2006 $ 49. 5 million in 2005.
 increase in depreciation from 2006 levels reflects impact of higher capital spending in 2006 and 2007.
 capital expenditures were $ 61. 9 million in 2007 $ 50. 5 million in 2006 $ 40. 1 million in 2005.
 capital expenditures in all three years reflect efficiency cost-reduction capital investments including installation of new production equipment machine tooling enhance manufacturing distribution operations ongoing replacements of manufacturing distribution equipment.
 capital spending in 2006 and 2007 included higher spending support company 2019s strategic supply chain growth initiatives including expansion of company 2019s manufacturing capabilities in lower-cost regions emerging markets replacement enhancement of global enterprise resource planning ( erp ) management information system continue over several years.
 snap-on believes cash generated from operations funds from credit facilities sufficient to fund company 2019s capital expenditure requirements in 2008.
 amortization expense was $ 22. 2 million in 2007  $ 3. 4 million in 2006 $ 2. 7 million in 2005.
 increase in 2007 amortization expense due to amortization of intangibles from november 2006 acquisition of business solutions.
 see note 6 to consolidated financial statements for information on acquired intangible assets.
snap-on undertaken stock repurchases to offset dilution created by shares issued for employee dealer stock purchase plans stock options corporate purposes repurchase shares when market conditions favorable.
 in 2007  snap-on repurchased 1860000 shares common stock for $ 94. 4 million under announced share repurchase programs.
 cash used partially offset by $ 39. 2 million proceeds from stock purchase and option plan exercises and $ 6. 0 million related excess tax benefits.
 as of december 29, 2007 snap-on had remaining availability to repurchase up to additional $ 116. 8 million in common stock board of directors 2019 ( 201d ) authorizations.
 purchase of snap-on common stock at company 2019s discretion subject to prevailing financial market conditions.
 snap-on repurchased 2616618 shares common stock for $ 109. 8 million in 2006 and 912100 shares common stock for $ 32. 1 million in 2005.
 snap-on believes cash from operations funds from credit facilities will sufficient to fund company 2019s share repurchases in 2008.
 on october 3 , 2005  snap-on repaid $ 100 million , 10-year , 6. 625% ( 6. 625 % ) unsecured notes upon maturity.
 $ 100 million debt repayment made with available cash on hand.
 snap-on paid consecutive quarterly cash dividends without interruption reduction since 1939.
 cash dividends paid in 2007 , 2006 2005 totaled $ 64. 8 million , $ 63. 6 million and $ 57. 8 million  respectively.
 on november 1 , 2007 company announced board increased quarterly cash dividend by 11. 1% (. 1 % ) to $ 0. 30 per share ( $ 1. 20 per share per year ).
beginning of fiscal 2006  company 2019s board increased quarterly cash dividend by 8% ( 8 % ) to $ 0. 27 per share ( $ 1. 08 per share per year ).
 cash dividends paid as percent of prior-year retained earnings 5. 5% ( 5. 5 % ) 5. 6% ( 5. 6 % ) 5. 2% ( 5. 2 % ) snap-on believes cash generated from operations funds from credit facilities sufficient to pay dividends in 2008.
 off-balance sheet arrangements except section 201ccontractual obligations and commitments company had no off- balance sheet arrangements as of december 29, 2007.

| 2007           | 2006           | 2005
---------------------------------------------------------------- | -------------- | -------------- | --------------
cash dividends paid per common share                             | $ 1.11         | $ 1.08         | $ 1.00
cash dividends paid as a percent of prior-year retained earnings | 5.5% ( 5.5 % ) | 5.6% ( 5.6 % ) | 5.2% ( 5.2 % )


32| | duke realty corporation annual report 2012 2022 in 2010  sold approximately 60 acres of land in two separate transactions resulted in impairment charges of $ 9. 8 million.
 these sales were opportunistic not identified or actively marketed land for disposition previously intended to held for development.
 general and administrative expenses increased from $ 41. 3 million in 2010 to $ 43. 1 million in 2011.
 following table factors led to increase in general administrative expenses from 2010 to 2011 ( in millions ) :.
 interest expense expense from continuing operations increased from $ 186. 4 million in 2010 to $ 220. 5 million in 2011.
 increase primarily result of increased average outstanding debt during 2011 compared to 2010 driven by acquisition activities other uses of capital.
 $ 7. 2 million decrease in capitalization of interest costs result of developed properties no longer meeting criteria for interest capitalization contributed to increase in interest expense.
 gain ( loss ) on debt transactions no gains or losses on debt transactions during 2011.
 during 2010 through cash tender offer and open market transactions repurchased outstanding series of unsecured notes scheduled to mature in 2011 and 2013.
 total paid $ 292. 2 million for unsecured notes face value of $ 279. 9 million.
 recognized net loss on extinguishment of $ 16. 3 million after considering write-off of unamortized deferred financing costs , discounts and other accounting adjustments.
 acquisition-related activity during 2011 recognized approximately $ 2. 3 million in acquisition costs compared to $ 1. 9 million costs in 2010.
 during 2011 recognized $ 1. 1 million gain related to acquisition of building from 50%-owned unconsolidated joint ventures compared to $ 57.7 million gain in 2010 acquisition of joint venture partner 2019s 50% ( 50 % ) interest in dugan.
 critical accounting policies preparation of consolidated financial statements in conformity with gaap requires make estimates assumptions affect reported amounts assets liabilities disclosure of contingent assets liabilities at date of financial statements reported amounts revenues expenses during reported period.
 estimates , judgments assumptions inherently subjective based on existing business market conditions continually evaluated based available information experience.
 note 2 to consolidated financial statements includes further discussion of significant accounting policies.
 management assessed accounting policies used in preparation financial statements discussed with audit committee independent auditors.
 following accounting policies considered critical based materiality to financial statements , degree of judgment involved in estimating reported amounts sensitivity to changes in industry economic conditions : ( 1 ) increase to overall pool of overhead costs from 2010 due to increased severance pay related to overhead reductions near end of 2011.
 ( 2 ) total leasing activity increased increased wholly owned development activities from 2010.
 capitalized $ 25. 3 million and $ 10. 4 million of total overhead costs to leasing and development  for consolidated properties during 2011  compared to capitalizing $ 23. 5 million and $ 8. 5 million of such costs   for 2010.
 combined overhead costs capitalized to leasing and development totaled 20. 6% ( 20. 6 % ) and 19. 1% ( 19. 1 % ) of overall pool of overhead costs for 2011 and 2010  respectively.

general and administrative expenses - 2010                                             | $ 41.3
-------------------------------------------------------------------------------------- | ------------
increase to overall pool of overhead costs ( 1 )                                       | 5.7
increased absorption of costs by wholly-owned development and leasing activities ( 2 ) | -3.7 ( 3.7 )
increased allocation of costs to service operations and rental operations              | -0.2 ( 0.2 )
general and administrative expenses - 2011                                             | $ 43.1


2017 , company granted 440076 shares restricted class common stock and 7568 shares restricted stock units.
 restricted common stock restricted stock units have vesting period two to four years.
 fair value related grants was $ 58. 7 million  recognized as compensation expense on accelerated basis over vesting period.
 dividends accrued on restricted class common stock and restricted stock units paid once restricted stock vests.
 2017  company granted 203298 performance shares.
 fair value to grants was $ 25. 3 million  recognized as compensation expense accelerated straight-lined basis over vesting period.
 vesting shares contingent on meeting stated performance or market conditions.
 table summarizes restricted stock  restricted stock units  performance shares activity for 2017 : number of shares weighted average grant date fair value.
 total fair value of restricted stock  restricted stock units performance shares vested during 2017, 2016 2015 was $ 66. 0 million , $ 59. 8 million and $ 43. 3 million , respectively.
 espp eligible employees may acquire shares of class a common stock using after-tax payroll deductions during consecutive offering periods of approximately six months.
 shares purchased at end of each offering period at price of 90% ( 90 % ) of closing price of class a common stock as reported on nasdaq global select market.
 compensation expense recognized on dates of purchase for discount from closing price.
 in 2017 , 2016 2015  total of 19936 , 19858 and 19756 shares  of class a common stock issued to participating employees.
 shares subject to six-month holding period.
 annual expense of $ 0. 3 million for purchase discount recognized in 2017  $ 0. 2 million recognized in both 2016 and 2015.
non-executive directors receive annual award of class a common stock value equal to $ 100000.
 may elect to receive some or all cash portion of annual stipend  up to $ 60000  in shares of stock based on closing price at date of distribution.
 19736 shares , 26439 shares 25853 shares of class a common stock issued to non-executive directors during 2017 , 2016 2015 .
 shares not subject to vesting restrictions.
 expense of $ 2. 5 million , $ 2. 4 million $ 2. 5 million related to these stock-based payments recognized for years ended december 31 , 2017  2016 2015 .

| number of shares   | weightedaveragegrant datefair value
------------------------------- | ------------------ | -----------------------------------
outstanding at december 31 2016 | 1820578            | $ 98
granted                         | 650942             | 129
vested                          | -510590 ( 510590 ) | 87
cancelled                       | -401699 ( 401699 ) | 95
outstanding at december 31 2017 | 1559231            | 116


devon energy corporation subsidiaries notes to consolidated financial statements 2014 continued ) following methods assumptions used to estimate fair values in tables above.
 fixed-income securities 2014 devon 2019s fixed-income securities consist of.
 treasury obligations bonds issued by investment-grade companies from diverse industries asset-backed securities.
 fixed-income securities are actively traded securities can be redeemed upon demand.
 fair values level 1 securities based upon quoted market prices.
 devon 2019s fixed income securities include commingled funds invest in long-term bonds.
 treasury securities.
 fixed income securities can be redeemed on demand not actively traded.
 fair values of level 2 securities based upon net asset values provided by investment managers.
 equity securities 2014 devon 2019s equity securities include commingled global equity fund invests in large mid small capitalization stocks across world developed emerging markets.
 equity securities can be redeemed on demand not actively traded.
 fair values of level 2 securities based upon net asset values provided by investment managers.
 december 31 , 2010  devon 2019s equity securities consisted of investments in.
 large small capitalization companies international large capitalization companies.
 equity securities actively traded could be redeemed upon demand.
 fair values of level 1 securities based upon quoted market prices.
 december 31, 2010 devon 2019s equity securities included commingled fund invested in large capitalization companies.
 equity securities could be redeemed on demand not actively traded.
 fair values of level 2 securities based upon net asset values provided by investment managers.
 other securities 2014 devon 2019s other securities include commingled  short-term investment funds.
securities can be redeemed on demand not actively traded.
 fair values of level 2 securities based upon net asset values provided by investment managers.
 devon 2019s hedge fund and alternative investments include investment in actively traded global mutual fund focuses on alternative investment strategies and hedge fund of funds invests long and short using variety of investment strategies.
 devon 2019s hedge fund of funds not actively traded devon subject to redemption restrictions investment.
 fair value of level 3 investment represents fair value as determined by hedge fund manager.
 below summary of changes in devon 2019s level 3 plan assets ( in millions ).

december 31 2009   | $ 51
------------------ | --------
purchases          | 3
investment returns | 4
december 31 2010   | 58
purchases          | 33
investment returns | -1 ( 1 )
december 31 2011   | $ 90


american tower corporation subsidiaries notes to consolidated financial statements mexico litigation 2014one company 2019s subsidiaries , spectrasite communications , inc.
 ( 201csci 201d ) , involved in lawsuit in mexico against former mexican subsidiary of sci ( subsidiary sci sold in 2002  prior to company 2019s merger with sci 2019s parent in 2005 ).
 lawsuit concerns terminated tower construction contract related agreements with wireless carrier in mexico.
 primary issue company is whether sci can be found liable to mexican carrier.
 trial lower appellate courts found sci had no such liability because mexican courts not have necessary jurisdiction over sci.
 following several decisions by mexican appellate courts including supreme court of mexico  related appeals by both parties intermediate appellate court issued new decision if enforceable reimpose liability on sci in september 2010.
 decision intermediate appellate court identified potential damages of approximately $ 6. 7 million , on october 14 , 2010  company filed new constitutional appeal to dispute decision.
 this stage proceeding company unable to determine whether liability imposed on sci by september 2010 decision will survive or to estimate its share of potential liability if decision survives pending appeal.
 xcel litigation 2014on june 3 , 2010 , horse-shoe capital ( 201chorse-shoe 201d ) , company formed under laws of republic of mauritius , filed complaint in supreme court of state of new york , new york county  with respect to horse-shoe 2019s sale of xcel to american tower mauritius ( 201catmauritius 201d ) , company 2019s wholly-owned subsidiary formed under laws republic of mauritius.
complaint names atmauritius , ati company as defendants  dispute concerns timing amount of distributions by atmauritius to horse-shoe from $ 7. 5 million holdback escrow account and $ 15. 7 million tax escrow account , each established by transaction agreements at closing.
 complaint seeks release of entire holdback escrow account  plus additional $ 2. 8 million , release of approximately $ 12. 0 million of tax escrow account.
 complaint also seeks punitive damages excess of $ 69. 0 million.
 company filed answer to complaint in august 2010  disputing amounts alleged owed under escrow agreements timing of escrow distributions.
 company asserted in answer demand for punitive damages is meritless.
 parties filed cross-motions for summary judgment concerning release of tax escrow account in january 2011 court granted company 2019s motion for summary judgment , finding no obligation for company to release disputed portion of tax escrow until 2013.
 other claims pending.
 company vigorously defending lawsuit.
 lease obligations 2014the company leases certain land , office tower space under operating leases that expire over various terms.
 many leases contain renewal options with specified increases in lease payments upon exercise of renewal option.
 escalation clauses present in operating leases  excluding tied to cpi or inflation-based indices recognized on straight-line basis over non-cancellable term of lease.
 future minimum rental payments under non-cancellable operating leases include payments for certain renewal periods at company 2019s option because failure to renew could result in loss of applicable tower site and related revenues from tenant leases making reasonably assured company will renew lease.
payments effect december 31 , 2010 follows ( in thousands ) : year ending december 31.

2011       | $ 257971
---------- | ---------
2012       | 254575
2013       | 251268
2014       | 246392
2015       | 238035
thereafter | 2584332
total      | $ 3832573


warrants acquisition of solexa , inc.
 on january 26, 2007  company assumed 4489686 warrants issued by solexa prior to acquisition.
 year ended december 28 , 2008 401362 warrants exercised in cash proceeds company of $ 3. 0 million.
 as of december 28 , 2008 252164 of assumed warrants expired.
 summary of warrants outstanding as of december 28 , 2008:.
 ( 1 ) represents warrants sold with offering company 2019s convertible senior notes ( see note 8 ).
 treasury stock issuance of $ 400. 0 million principal amount of 0. 625% ( 0. 625 % ) convertible senior notes due 2014 on february 16, 2007 company repurchased 11. 6 million shares of outstanding common stock for $ 201. 6 million in privately negotiated transactions offering.
 february 20 , 2007 company executed rule 10b5-1 trading plan to repurchase up to $ 75. 0 million of outstanding common stock over six months.
 company repurchased 3. 2 million shares common stock plan for $ 50. 0 million.
 as of december 30 , 2007 plan expired.
 on october 23 , 2008 board of directors authorized $ 120. 0 million stock repurchase program.
 as of december 28 , 2008 company repurchased 3. 1 million shares for $ 70. 8 million under plan in open-market transactions or privately negotiated transactions compliance with rule 10b-18 under securities exchange act of 1934.
 as of december 28 , 2008 $ 49. 2 million remains authorized for future repurchases under program.
 stockholder rights plan on may 3 , 2001  board of directors company declared dividend of one preferred share purchase right for each outstanding share of common stock company.
dividend payable on may 14 , 2001 ( record date ) to stockholders of record date.
 each right entitles registered holder to purchase from company one unit consisting of one-thousandth of share of its series junior participating preferred stock at price $ 100 per unit.
 rights exercisable if person or group acquires beneficial ownership of 15% ( 15 % ) or more of outstanding common stock company or announces offer for 15% ( 15 % ) or more outstanding common stock.
 if person or group acquires 15% ( 15 % ) or more outstanding common stock company each right entitle holder to purchase  at exercise price of right , number of shares of common stock having market value two times exercise price right.
 if company acquired in merger or other business combination transaction after person acquires 15% ( 15 % ) or more of company 2019s common stock  each right entitle holder to purchase  at right 2019s then-current exercise price , number of common shares of acquiring illumina , inc.
 notes to consolidated financial statements 2014 ( continued )

number of shares | exercise price | expiration date
---------------- | -------------- | ---------------
238510           | $ 7.27         | 4/25/2010
864040           | $ 7.27         | 7/12/2010
809246           | $ 10.91        | 11/23/2010
1125734          | $ 10.91        | 1/19/2011
18322320 ( 1 )   | $ 31.44        | 2/15/2014
21359850         |                |


notes to consolidated financial statements 196 jpmorgan chase & co. /2014 annual report credit and funding adjustments determining fair value of instrument , may be necessary to record adjustments to firm 2019s estimates of fair value to reflect counterparty credit quality , firm 2019s own creditworthiness , impact of funding : 2022 credit valuation adjustments ( 201ccva 201d ) reflect credit quality of counterparty in valuation of derivatives.
 cva necessary when market price ( or parameter ) not indicative of credit quality of counterparty.
 few classes of derivative contracts listed on exchange , derivative positions predominantly valued using models use basis observable market parameters.
 adjustment may be necessary to reflect credit quality of each derivative counterparty to arrive at fair value.
 firm estimates derivatives cva using scenario analysis to estimate expected credit exposure across all firm 2019s positions with each counterparty , estimates losses result of counterparty credit event.
 key inputs to methodology are ( i ) expected positive exposure to each counterparty based on simulation assumes current population of existing derivatives with each counterparty unchanged considers contractual factors mitigate firm 2019s credit exposure  collateral legal rights of offset ; ( ii ) probability of default event for each counterparty  derived from observed or estimated cds spreads ; ( iii ) estimated recovery rates implied by cds , adjusted to consider differences in recovery rates as derivative creditor relative to reflected in cds spreads , generally reflect senior unsecured creditor risk.
 firm estimates derivatives cva relative to relevant benchmark interest rate.
 2022 dva reflect credit quality of firm in valuation of liabilities measured at fair value.
dva calculation methodology consistent with cva methodology incorporates jpmorgan chase 2019s credit spread as observed through cds market to estimate probability of default and loss given default as result of systemic event affecting firm.
 structured notes dva estimated using current fair value of structured note as exposure amount consistent with derivative dva methodology.
 2022 firm incorporates impact of funding in valuation estimates where evidence that market participant in principal market would incorporate it in transfer of instrument.
 fair value of collateralized derivatives is estimated by discounting expected future cash flows at relevant overnight indexed swap ( 201cois 201d ) rate given underlying collateral agreement with counterparty.
 effective in 2013 , firm implemented fva framework to incorporate impact of funding into valuation estimates for uncollateralized ( including partially collateralized ) over- the-counter ( 201cotc 201d ) derivatives and structured notes.
 firm 2019s fva framework leverages existing cva and dva calculation methodologies  considers firm 2019s own credit risk is significant component of funding costs.
 key inputs are : i expected funding requirements from firm 2019s positions with each counterparty and collateral arrangements ; ii ) for assets , estimated market funding cost in principal market ; and ( iii ) for liabilities , hypothetical market funding cost for transfer to market participant with similar credit standing as firm.
 upon implementation of fva framework in 2013 , firm recorded one time $ 1. 5 billion loss in principal transactions revenue recorded in cib.
 while fva framework applies to both assets and liabilities , loss on implementation largely related to uncollateralized derivative receivables given impact of firm 2019s own credit risk , significant component of funding costs , was already incorporated in valuation of liabilities through application of dva.
table provides credit funding adjustments excluding effect hedging activities reflected within consolidated balance sheets as dates indicated.
 derivative receivables balance ( a ) $ 78975 $ 65759 derivative payables balance ) 71116 57314 derivatives cva ( b ) ( 2674 ) ( 2352 ) derivatives dva and fva ( ) ( c ) ( 380 ) ( 322 ) structured notes balance a ) d ) 53772 48808 structured notes dva and fva ( b ) ( e ) 1152 952 ) balances net of cva dva/fva.
 positive cva dva/fva represent increased receivable balances or decreased payable balances negative cva dva/fva represent decreased receivable balances or increased payable balances.
 at december 31, 2014 and 2013  included derivatives dva of $ 714 million and $ 715 million .
 ( d ) structured notes are predominantly financial instruments containing embedded derivatives measured at fair value based on firm 2019s election under fair value option.
 at december 31 , 2014 and 2013  included $ 943 million and $ 1. 1 billion  respectively financial instruments with no embedded derivative for fair value option elected.
 information see note 4.
 e ) at december 31 , 2014 and 2013  included structured notes dva of $ 1. 4 billion and $ 1. 4 billion  respectively.

december 31 ( in millions )              | 2014           | 2013
---------------------------------------- | -------------- | --------------
derivative receivables balance ( a )     | $ 78975        | $ 65759
derivative payables balance ( a )        | 71116          | 57314
derivatives cva ( b )                    | -2674 ( 2674 ) | -2352 ( 2352 )
derivatives dva and fva ( b ) ( c )      | -380 ( 380 )   | -322 ( 322 )
structured notes balance ( a ) ( d )     | 53772          | 48808
structured notes dva and fva ( b ) ( e ) | 1152           | 952


business-related metrics for year ended december 31.
 crb is no.
 1 bank in new york tri-state top five bank in texas ranked by retail deposits ) providing payment  liquidity investment insurance credit products services to three primary customer segments : small busi- ness  affluent retail.
 crb serves 326000 small businesses 433000 affluent consumers 2. 6 million mass-market consumers.
 crb 2019s focus on expanding customer relationships resulted in 14% ( 14 % ) increase in core deposits total deposits less time deposits ) from december 31  2002 77% ( 77 % ) increase in cross-sell of chase credit products over 2002.
 2003  mortgage home equity originations through crb 2019s distribution channels were $ 3. 4 billion and $ 4. 7 billion .
 branch-originated credit cards totaled 77000  contributing to 23% ( 23 % ) of crb customers holding chase credit cards.
 crb compensated by cfs 2019s credit businesses for home finance credit card loans not retain balances.
 chase regional banking crb for growth decreased deposit spreads low-rate environment increased credit costs resulted 80% ( 80 % ) decline in crb operating earnings from 2002.
 offset by 8% ( 8 % ) increase in total average deposits.
 operating revenue of $ 2. 6 billion decreased by 9% ( 9 % ) compared with 2002.
 net interest income declined by 11% ( 11 % ) to $ 1. 7 billion attributable to lower interest rate environment.
 noninterest revenue decreased 6% ( 6 % ) to $ 927 million due to lower deposit service fees decreased debit card fees one-time gains in 2002.
 crb 2019s revenue not include funding profits earned on deposit base amounts included in results of global treasury.
operating expense $ 2. 4 billion increased 7% ( 7 % ) from 2002.
 increase due to investments in technology branch network contributing higher compensation expenses increased staff levels higher severance costs restructuring.
 increase operating caf is largest.
 bank originator of automobile loans leases with more than 2. 9 million accounts.
 in 2003 caf had record number automobile loan and lease originations growing by 10% ( 10 % ) over 2002 to $ 27. 8 billion.
 loan and lease receivables $ 43. 2 billion at december 31, 2003 16% ( 16 % ) higher than prior year-end.
 despite challenging operating environment declining new car sales 2003 increased competition caf 2019s market share among automobile finance companies improved to 6. 1% ( 6. 1 % ) in 2003 from 5. 7% ( 5. 7 % ) in 2002.
 increase market share result of strong organic growth origination strategy business with manufac- turers dealers.
 caf 2019s relationships with major car manufacturers contributed to 2003 growth dealer relationships increased from 12700 dealers in 2002 to 13700 dealers in 2003.
 2003 operating earnings were $ 205 million 23% ( 23 % ) higher compared with 2002.
 increase earnings driven by revenue growth improved operating efficiency.
 in 2003 caf 2019s operating revenue grew by 23% ( 23 % ) to $ 842 million.
 net interest income grew by 33% ( 33 % ) compared with 2002.
 increase driven by strong operating performance due to higher average loans and leases outstanding strong origination volume lower funding costs.
 operating expense $ 292 million increased by 18% ( 18 % ) compared with 2002.
 increase expenses driven by higher average chase auto finance loans outstanding higher origination volume higher perform- ance-based incentives.
caf 2019s overhead ratio improved from 36% ( 36 % in 2002 to 35% ( 35 % ) in 2003 result of strong revenue growth productivity gains disciplined expense management.
 credit costs increased 18% ( 18 % ) to $ 205 million  reflecting 32% ( 32 % ) increase in average loan lease receivables.
 credit quality strong relative to 2002 evidenced by lower net charge-off ratio 30+ day delinquency rate.
 caf comprises chase education finance  top provider of government-guaranteed private loans for higher education.
 loans provided through joint venture with sallie mae  government-sponsored enterprise leader in funding servicing education loans.
 chase education finance 2019s origination volume totaled $ 2. 7 billion  increase of 4% ( 4 % ) from last year.
 management 2019s discussion analysis.
 morgan chase & co.
 42.
.
 / 2003 annual report

( in billions except ratios )      | 2003           | 2002           | change
---------------------------------- | -------------- | -------------- | ------------
loan and lease receivables         | $ 43.2         | $ 37.4         | 16% ( 16 % )
average loan and lease receivables | 41.7           | 31.7           | 32
automobile origination volume      | 27.8           | 25.3           | 10
automobile market share            | 6.1% ( 6.1 % ) | 5.7% ( 5.7 % ) | 40bp
30+ day delinquency rate           | 1.46           | 1.54           | -8 ( 8 )
net charge-off ratio               | 0.41           | 0.51           | -10 ( 10 )
overhead ratio                     | 35             | 36             | -100 ( 100 )


notes to consolidated financial statements 40 2016 ppg annual report form 10-k 1.
 summary of significant accounting policies principles of consolidation consolidated financial statements include accounts of ppg industries , inc.
 ( 201cppg 201d or 201ccompany 201d ) all subsidiaries , both u. s.
 and non-u. s. , it controls.
 ppg owns more than 50% ( 50 % ) of voting stock of most subsidiaries it controls.
 for consolidated subsidiaries in company 2019s ownership less than 100% ( 100 % ), outside shareholders 2019 interests shown as noncontrolling interests.
 investments in companies ppg owns 20% ( 20 % ) to 50% ( 50 % ) of voting stock exercise significant influence over operating and financial policies of investee accounted for using equity method of accounting.
 ppg 2019s share of earnings or losses of equity affiliates included in consolidated statement of income ppg 2019s share of companies 2019 shareholders 2019 equity included in 201cinvestments 201d in consolidated balance sheet.
 transactions between ppg and subsidiaries eliminated in consolidation.
 use of estimates in preparation of financial statements preparation financial statements in conformity with.
 generally accepted accounting principles requires management to make estimates and assumptions affect reported amounts of assets and liabilities disclosure of contingent assets and liabilities at date of financial statements reported amounts income and expenses during reporting period.
 such estimates include fair value of assets acquired liabilities assumed resulting from allocation of purchase price related to business combinations.
 actual outcomes could differ from estimates.
 revenue recognition company recognizes revenue when earnings process complete.
revenue recognized by all operating segments when goods shipped title to inventory risk of loss passes to customer or services rendered.
 shipping and handling costs amounts billed to customers for shipping handling reported in 201cnet sales 201d consolidated statement of income.
 shipping and handling costs incurred by company for delivery goods to customers included in 201ccost of sales  exclusive of depreciation and amortization 201d consolidated statement of income.
 selling , general and administrative costs amounts presented as 201cselling , general administrative 201d income comprised of selling  customer service  distribution advertising costs costs of providing corporate- wide functional support in finance  law  human resources planning.
 distribution costs pertain to movement and storage of finished goods inventory at company- owned and leased warehouses other distribution facilities.
 advertising costs costs expensed as incurred totaled $ 322 million , $ 324 million and $ 297 million in 2016 , 2015 2014 .
 research and development research costs  primarily of employee related costs charged to expense as incurred.
 legal costs legal costs include costs associated with acquisition and divestiture transactions  general litigation  environmental regulation compliance  patent and trademark protection other general corporate purposes charged to expense as incurred.
 foreign currency translation functional currency of significant non-u.
 operations is local currency.
 assets and liabilities of operations translated into.
 dollars using year-end exchange rates ; income and expenses translated using average exchange rates for reporting period.
 unrealized foreign currency translation adjustments deferred in accumulated other comprehensive loss separate component of shareholders 2019 equity.
 cash equivalents cash equivalents are highly liquid investments ( valued at cost  approximates fair value ) acquired with original maturity of three months or less.
short-term investments are highly liquid  high credit quality ( valued at cost plus accrued interest ) stated maturities greater than three months to one year.
 purchases and sales classified as investing activities in consolidated statement of cash flows.
 marketable equity securities company 2019s investment in marketable equity securities recorded at fair market value reported in current assets 201d and 201cinvestments 201d in consolidated balance sheet with changes in fair market value recorded in income for securities as trading securities and in other comprehensive income  net of tax  for available for sale securities.

( $ in millions )                        | 2016  | 2015  | 2014
---------------------------------------- | ----- | ----- | -----
research and development 2013 total      | $ 487 | $ 494 | $ 499
less depreciation on research facilities | 21    | 18    | 16
research and development net             | $ 466 | $ 476 | $ 483


performance graph shows cumulative total return to holder of company 2019s common stock , assuming dividend reinvestment , compared with cumulative total return of standard & poor ( "s&p" ) 500 index and dow jones us financials index during period from december 31 , 2009 through december 31 , 2014.
 table of contents

| 12/09  | 12/10  | 12/11  | 12/12  | 12/13  | 12/14
----------------------------- | ------ | ------ | ------ | ------ | ------ | ------
e*trade financial corporation | 100.00 | 90.91  | 45.23  | 50.85  | 111.59 | 137.81
s&p 500 index                 | 100.00 | 115.06 | 117.49 | 136.30 | 180.44 | 205.14
dow jones us financials index | 100.00 | 112.72 | 98.24  | 124.62 | 167.26 | 191.67


eog resources , inc.
 supplemental information to consolidated financial statements continued ) capitalized costs to oil and gas producing activities.
 following table sets capitalized costs to eog's crude oil natural gas producing activities at december 31 , 2018 and 2017:.
 costs in oil and gas property acquisition , exploration development activities.
 acquisition exploration development costs in tables accordance with definitions extractive industries - oil and gas topic of accounting standards codification ( asc ).
 acquisition costs include costs to purchase  lease acquire property.
 exploration costs include additions to exploratory wells including in progress  exploration expenses.
 development costs include additions to production facilities equipment additions to development wells in progress.

| 2018                   | 2017
--------------------------------------------------- | ---------------------- | ----------------------
proved properties                                   | $ 53624809             | $ 48845672
unproved properties                                 | 3705207                | 3710069
total                                               | 57330016               | 52555741
accumulated depreciation depletion and amortization | -31674085 ( 31674085 ) | -29191247 ( 29191247 )
net capitalized costs                               | $ 25655931             | $ 23364494


eastman notes audited consolidated financial statements accumulated comprehensive income ( loss ) ( dollars in millions ) cumulative translation adjustment unfunded additional minimum pension liability unrecognized loss prior service cost net unrealized gains ( losses ) on cash flow hedges unrealized losses on investments accumulated comprehensive income ( loss ) balance at december 31 , 2004 155 ( 248 ) -- ( 8 ) ( 2 ) ( 103 ).
.
 158 balance at december 31 , 2006 121 ( 207 ) -- ( 6 ) ( 1 ) ( 93 ) adjustments apply.
 158 -- 207 ( 288 ) -- -- ( 81 ) balance at december 31, 2006 121 -- ( 288 ) ( 6 ) ( 1 ) ( 174 ) except cumulative translation adjustment other comprehensive income ( loss ) presented net of applicable taxes.
 cumulative translation adjustment component of permanently invested unremitted earnings of subsidiaries outside united states no taxes provided on such amounts.
 15.
 share-based compensation plans awards 2002 omnibus long-term compensation plan eastman's 2002 plan provides grants to employees of nonqualified stock options  incentive stock options  tandem freestanding stock appreciation rights  performance shares other stock-based awards.
 plan provides options granted through may 2 , 2007  for purchase of eastman common stock at option price not less than 100 percent of per share fair market value on date stock option's grant.
 maximum of 7. 5 million shares of common stock available for option grants other awards during term 2002 omnibus plan.
 director long-term compensation plan 2002 provides grants of nonqualified stock options restricted shares to nonemployee members board of directors.
shares of restricted stock granted upon first day of directors' initial term of service nonqualified stock options shares restricted stock granted each year following annual meeting of stockholders.
 2002 director plan provides options granted through later of may 1 , 2007 , or date of annual meeting of stockholders in 2007 for purchase of eastman common stock at option price not less than stock's fair market value on date of grant.

( dollars in millions )                       | cumulative translation adjustment$ | unfundedadditionalminimum pension liability$ | unrecognized loss and prior service cost net of taxes$ | unrealized gains ( losses ) on cash flow hedges$ | unrealized losses on investments$ | accumulated other comprehensive income ( loss ) $
--------------------------------------------- | ---------------------------------- | -------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------ | --------------------------------- | -------------------------------------------------
balance at december 31 2004                   | 155                                | -248 ( 248 )                                 | --                                                     | -8 ( 8 )                                         | -2 ( 2 )                          | -103 ( 103 )
period change                                 | -94 ( 94 )                         | -7 ( 7 )                                     | --                                                     | 3                                                | 1                                 | -97 ( 97 )
balance at december 31 2005                   | 61                                 | -255 ( 255 )                                 | --                                                     | -5 ( 5 )                                         | -1 ( 1 )                          | -200 ( 200 )
period change                                 | 60                                 | 48                                           | --                                                     | -1 ( 1 )                                         | --                                | 107
pre-sfas no . 158 balance at december 31 2006 | 121                                | -207 ( 207 )                                 | --                                                     | -6 ( 6 )                                         | -1 ( 1 )                          | -93 ( 93 )
adjustments to apply sfas no . 158            | --                                 | 207                                          | -288 ( 288 )                                           | --                                               | --                                | -81 ( 81 )
balance at december 31 2006                   | 121                                | --                                           | -288 ( 288 )                                           | -6 ( 6 )                                         | -1 ( 1 )                          | -174 ( 174 )


2016 , significant sponsorship and marketing agreements entered during period after december 31 , 2016 through date of this report : ( in thousands ).
 total future minimum sponsorship and other payments $ 1355605 amounts listed above are minimum compensation obligations and guaranteed royalty fees required to paid under company 2019s sponsorship and marketing agreements.
 amounts do not include additional performance incentives and product supply obligations provided under certain agreements.
 not possible to determine how company will spend on product supply obligations on annual basis as contracts do not stipulate specific cash amounts to spent on products.
 amount of product provided to sponsorships depends on factors including general playing conditions , number of sporting events and company 2019s decisions regarding product and marketing initiatives.
 in costs to design , develop  source purchase products furnished to endorsers are incurred over period of time not tracked separately from similar costs incurred for products sold to customers.
 in connection with various contracts agreements  company agreed to indemnify counterparties against certain third party claims relating to infringement of intellectual property rights other items.
 such indemnification obligations do not apply in situations in counterparties are grossly negligent , engage in willful misconduct  or act in bad faith.
 based on company 2019s historical experience estimated probability of future loss company determined fair value of such indemnifications not material to its consolidated financial position or results of operations.
 from time to time  company is involved in litigation and other proceedings  including matters related to commercial and intellectual property disputes trade , regulatory other claims related to its business.
 company believes all current proceedings are routine in incidental to conduct of its business ultimate resolution of such proceedings will not have material adverse effect on its consolidated financial position , results of operations or cash flows.
february 10 , 2017  shareholder filed securities case united states district court district of maryland ( 201ccourt 201d ) against company  company 2019s chief executive officer company 2019s former chief financial officer ( brian breece v.
 under armour , inc. ).
 february 16 , 2017  second shareholder filed securities case court against same defendants ( jodie hopkins v.
 under armour , inc. ).
 plaintiff each case purports represent class of shareholders for period between april 21 , 2016 and january 30 , 2017  inclusive.
 complaints allege violations of section 10 ( b ) ( rule 10b-5 ) securities exchange act of 1934 , as amended ( 201cexchange act 201d ) section 20 ( a ) control person liability under exchange act against officers named in complaints.
 allegations case concern disclosures statements made by

2017                                                | $ 176138
--------------------------------------------------- | ---------
2018                                                | 166961
2019                                                | 142987
2020                                                | 124856
2021                                                | 118168
2022 and thereafter                                 | 626495
total future minimum sponsorship and other payments | $ 1355605


part i item 1 entergy corporation , utility operating companies  system energy louisiana parishes holds non-exclusive franchises.
 entergy louisiana's electric franchises expire 2009-2036.
 entergy mississippi received mpsc certificates of public convenience necessity to provide electric service to within 45 counties including municipalities in western mississippi.
 under mississippi statutory law certificates are exclusive.
 entergy mississippi may continue to serve in such municipalities upon payment of statutory franchise fee regardless of original municipal franchise existence.
 entergy new orleans provides electric and gas service in city of new orleans city ordinances ( except electric service in algiers provided by entergy louisiana ).
 ordinances contain continuing option for city of new orleans to purchase entergy new orleans' electric and gas utility properties.
 entergy texas holds certificate of convenience necessity from puct to provide electric service to 24 counties in eastern texas holds non-exclusive franchises provide electric service in 65 incorporated municipalities.
 entergy texas granted 50-year franchises.
 entergy texas' electric franchises expire 2009-2045.
 business of system energy limited to wholesale power sales.
 no distribution franchises.
 property other generation resources generating stations total capability of generating stations owned and leased by utility operating companies system energy as of december 31 , 2008 indicated below:.
 "owned and leased capability" is dependable load carrying capability as demonstrated under actual operating conditions based on primary fuel no curtailments ) each station designed utilize.
 entergy system's load and capacity projections reviewed periodically to assess need timing for additional generating capacity interconnections.
reviews consider existing projected demand  availability price of power location of new load economy.
 summer peak load in entergy system service territory averaged 21039 mw from 2002-2008.
 due to changing use patterns, peak load growth nearly flattened annual energy use continues to grow.
 in 2002 time period  entergy system's long-term capacity resources  allowing for adequate reserve margin, were approximately 3000 mw less than total capacity required for peak period demands.
 entergy met capacity shortages almost entirely through short-term power purchases in wholesale spot market.
 in fall of 2002  entergy system began program to add new resources to existing generation portfolio began process of issuing

company                       | owned and leased capability mw ( 1 ) total | owned and leased capability mw ( 1 ) gas/oil | owned and leased capability mw ( 1 ) nuclear | owned and leased capability mw ( 1 ) coal | owned and leased capability mw ( 1 ) hydro
----------------------------- | ------------------------------------------ | -------------------------------------------- | -------------------------------------------- | ----------------------------------------- | ------------------------------------------
entergy arkansas              | 4999                                       | 1883                                         | 1839                                         | 1207                                      | 70
entergy gulf states louisiana | 3574                                       | 2240                                         | 971                                          | 363                                       | -
entergy louisiana             | 5854                                       | 4685                                         | 1169                                         | -                                         | -
entergy mississippi           | 3224                                       | 2804                                         | -                                            | 420                                       | -
entergy new orleans           | 745                                        | 745                                          | -                                            | -                                         | -
entergy texas                 | 2543                                       | 2274                                         | -                                            | 269                                       | -
system energy                 | 1139                                       | -                                            | 1139                                         | -                                         | -
total                         | 22078                                      | 14631                                        | 5118                                         | 2259                                      | 70


abiomed , inc.
 subsidiaries notes consolidated financial statements 2014 continued ) note 3.
 acquisitions ( continued ) including revenues of third-party licensees  or ii ) company 2019s sale of a ) ecp , b ) all or substantially ecp 2019s assets  or c ) certain ecp 2019s patent rights  company will pay to syscore lesser of x ) one-half of profits earned from sale described in item ii ) after accounting for costs of acquiring and operating ecp  or y ) $ 15. 0 million ( less previous milestone payment ).
 ecp 2019s acquisition of ais gmbh aachen innovative solutions connection with company 2019s acquisition of ecp  ecp acquired all share capital of ais gmbh aachen innovative solutions ( 201cais 201d )  limited liability company in germany share purchase agreement june 30 , 2014  by among ecp and ais 2019s four individual shareholders.
 ais , based in aachen  germany holds intellectual property useful to ecp 2019s business prior to acquired ecp had licensed such intellectual property to ecp.
 purchase price for acquisition of ais 2019s share capital was approximately $ 2. 8 million in cash provided by company acquisition closed immediately prior to abiomed europe 2019s acquisition of ecp.
 share purchase agreement contains representations  warranties closing conditions customary for transactions of size nature.
 purchase price allocation acquisition of ecp and ais accounted for as business combination.
 purchase price for acquisition allocated to assets acquired and liabilities assumed based on estimated fair values.
 acquisition-date fair value of consideration transferred is : acquisition date fair value ( in thousands ).

| total acquisition date fair value ( in thousands )
------------------------------- | --------------------------------------------------
cash consideration              | $ 15750
contingent consideration        | 6000
total consideration transferred | $ 21750


we may not be able to generate sufficient cash to service all our indebtedness may be forced to take other actions to satisfy our obligations under indebtedness may not be successful.
 our ability to make scheduled payments on or refinance debt obligations depends on our financial condition  operating performance ability to receive dividend payments from subsidiaries subject to prevailing economic competitive conditions  regulatory approval certain financial , business other factors beyond our control.
 may not be to maintain cash flows from operating activities sufficient to permit to pay principal and interest on indebtedness.
 if cash flows and capital resources insufficient to fund debt service obligations, may be forced to reduce or delay investments capital expenditures or to sell assets , seek additional capital or restructure or refinance indebtedness.
 these alternative measures may not be successful may not permit us to meet scheduled debt service obligations.
 terms of existing or future debt instruments may restrict us from adopting some these alternatives.
 ability to restructure or refinance debt will depend on condition capital markets our financial condition.
 any refinancing of debt could be at higher interest rates may require us to comply with more onerous covenants could restrict business operations.
 failure to make payments of interest and principal on outstanding indebtedness timely would likely result in reduction of our credit rating could harm ability to incur additional indebtedness.
 if cash flows and available cash insufficient to meet debt service obligations could face substantial liquidity problems might be required to dispose of material assets or operations to meet debt service other obligations.
 may not be able to consummate dispositions or to obtain proceeds could realize from them these proceeds may not be adequate to meet debt service obligations due.
 item 1b.
 unresolved staff comments item 2.
properties summary of significant locations at december 31 , 2012 shown in following table.
 all facilities leased except for 165000 square feet of our office in alpharetta , georgia.
 square footage amounts are net of space sublet or part of facility restructuring.
 all facilities used by trading and investing or balance sheet management segments  in addition corporate/other category.
 all other leased facilities with space less than 25000 square feet not listed by location.
 addition to significant facilities we also lease all 30 e*trade branches ranging space from approximately 2500 to 8000 square feet.
 believe facilities space adequate to meet needs in 2013.

location               | approximate square footage
---------------------- | --------------------------
alpharetta georgia     | 254000
jersey city new jersey | 107000
arlington virginia     | 102000
menlo park california  | 91000
sandy utah             | 66000
new york new york      | 39000
chicago illinois       | 25000