ILLUMINA, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Executive Deferred Compensation Plan For the Company’s executives and members of the board of directors, the Company adopted the Illumina, Inc.
Deferred Compensation Plan (the Plan) that became effective January 1, 2008.
Eligible participants can contribute up to 80% of their base salary and 100% of all other forms of compensation into the Plan, including bonus, commission and director fees.
The Company has agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds.
On a discretionary basis, the Company may also make employer contributions to participant accounts in any amount determined by the Company.
The vesting schedules of employer contributions are at the sole discretion of the Compensation Committee.
However, all employer contributions shall become 100% vested upon the occurrence of the participant’s disability, death or retirement or a change in control of the Company.
The benefits under this plan are unsecured.
Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment with the Company for any reason or at a later date to comply with the restrictions of Section 409A.
As of December 28, 2008, no employer contributions were made to the Plan.
In January 2008, the Company also established a rabbi trust for the benefit of its directors and executives under the Plan.
In accordance with FASB Interpretation (FIN) No.46, Consolidation of Variable Interest Entities, an Interpretation of ARB No.51, and EITF 97-14, Accounting for Deferred Compensation Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested, the Company has included the assets of the rabbi trust in its consolidated balance sheet since the trust’s inception.
As of December 28, 2008, the assets of the trust and liabilities of the Company were $1.3 million.
The assets and liabilities are classified as other assets and accrued liabilities, respectively, on the Company’s balance sheet as of December 28, 2008.
Changes in the values of the assets held by the rabbi trust accrue to the Company.14.
Segment Information, Geographic Data and Significant Customers During the first quarter of 2008, the Company reorganized its operating structure into a newly created Life Sciences Business Unit, which includes all products and services related to the research market, namely the BeadArray, BeadXpress and Sequencing product lines.
The Company also created a Diagnostics Business Unit to focus on the emerging opportunity in molecular diagnostics.
For the year ended December 28, 2008, the Company had limited activity related to the Diagnostics Business Unit, and operating results were reported on an aggregate basis to the chief operating decision maker of the Company, the chief executive officer.
In accordance with SFAS No.131, Disclosures about Segments of an Enterprise and Related Information, the Company operated in one reportable segment for the year ended December 28, 2008.
The Company had revenue in the following regions for the years ended December 28, 2008, December 30, 2007 and December 31, 2006 (in thousands):


Investing Activities During 2012, cash used for investing activities was $579 million.
Our investing activities included capital expenditures of $226 million and payments for the acquisitions of Cameron Health Inc. , Bridgepoint Medical Inc. , Rhythmia Medical Inc. , and Vessix Vascular Inc. , totaling $366 million.
We expect to incur total capital expenditures of approximately $300 million during 2013.
During 2011, cash provided by investing activities was comprised primarily of proceeds from the sale of our Neurovascular business to Stryker.
We received $1.440 billion of net cash proceeds during 2011 related to the sale of this business.
This cash inflow was partially offset by payments of $370 million for acquisitions consummated during 2011; and capital expenditures of $304 million.
During 2010, our investing activities were comprised primarily of capital expenditures of $272 million, as well as payments of approximately $200 million to acquire Asthmatx, Inc.  and certain other strategic assets.


| Fair Value Measurements Using | As of December 31, 2016: | (in millions) | Assets: | Energy-related derivatives(a)(b) | Interest rate derivatives | Nuclear decommissioning trusts:(c) | Domestic equity | Foreign equity | U.S. Treasury and government agency securities | Municipal bonds | Corporate bonds | Mortgage and asset backed securities | Private equity | Other | Cash equivalents | Other investments | Total | Liabilities: | Energy-related derivatives(a)(b) | Interest rate derivatives | Foreign currency derivatives | Contingent consideration | Total |


| 2015 $662 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total |


| December 31, 2006 | Financial Services Businesses | ($ in millions) | Fixed Maturities: | Public, available for sale, at fair value | Public, held to maturity, at amortized cost | Private, available for sale, at fair value | Private, held to maturity, at amortized cost | Trading account assets supporting insurance liabilities, at fair value | Other trading account assets, at fair value | Equity securities, available for sale, at fair value | Commercial loans, at book value | Policy loans, at outstanding balance | Other long-term investments-1 | Short-term investments | Total general account investments | Invested assets of other entities and operations-2 | Total investments |


| December 31, 2018 December 31, 2017 | Asset-BackedSecurities-2 | Lowest Rating Agency Rating-1 | (in millions) | AAA | AA | A | BBB | BB and below | Total-4 |


| Year Ended December 31, | 2004 | (In thousands) | Consolidated Cash Flow Data: | Net cash provided by (used in): | Operating activities | Investing activities | Financing activities | Effect of exchange rates on cash and cash equivalents | Net increase (decrease) in cash and cash equivalents |


Loss advisories and drawdowns Loss advisories and drawdowns are tools used to highlight to senior management trading losses above certain levels and initiate discussion of remedies.
Economic value stress testing While VaR reflects the risk of loss due to adverse changes in normal markets, stress testing captures the Firms exposure to unlikely but plausible events in abnormal markets.
The Firm conducts economic value stress tests for both its trading and nontrading activities at least every two weeks using multiple scenarios that assume credit spreads widen significantly, equity prices decline and interest rates rise in the major currencies.
Additional scenarios focus on the risks predominant in individual business segments and include scenarios that focus on the potential for adverse moves in complex portfolios.
Periodically, scenarios are reviewed and updated to reflect changes in the Firms risk profile and economic events.
Along with VaR, stress testing is important in measuring and controlling risk.
Stress testing enhances the understanding of the Firms risk profile and loss potential, and stress losses are monitored against limits.
Stress testing is also utilized in one-off approvals and cross-business risk measurement, as well as an input to economic capital allocation.
Stress-test results, trends and explanations are provided at least every two weeks to the Firms senior management and to the lines of business to help them better measure and manage risks and understand event risk-sensitive positions.
Earnings-at-risk stress testing The VaR and stress-test measures described above illustrate the total economic sensitivity of the Firms balance sheet to changes in market variables.
The effect of interest rate exposure on reported net income is also important.
Interest rate risk exposure in the Firms core nontrading business activities (i. e. , asset/liability management positions) results from on- and off-balance sheet positions and can occur due to a variety of factors, including: ?
Differences in the timing among the maturity or repricing of assets, liabilities and off-balance sheet instruments.
For example, if liabilities reprice quicker than assets and funding interest rates are declining, earnings will increase initially.  ?
Differences in the amounts of assets, liabilities and off-balance sheet instruments that are repricing at the same time.
For example, if more deposit liabilities are repricing than assets when general interest rates are declining, earnings will increase initially.  ?
Differences in the amounts by which short-term and long-term market interest rates change.
For example, changes in the slope of the yield curve because the Firm has the ability to lend at long-term fixed rates and borrow at variable or short-term fixed rates.
Based upon these scenarios, the Firms earnings would be affected negatively by a sudden and unanticipated increase in short-term rates paid on its liabilities (e. g. , deposits) without a corresponding increase in long-term rates received on its assets (e. g. , loans).
Conversely, higher long-term rates received on assets generally are beneficial to earnings, particularly when the increase is not accompanied by rising short-term rates paid on liabilities.  ?
The impact of changes in the maturity of various assets, liabilities or off-balance sheet instruments as interest rates change.
For example, if more borrowers than forecasted pay down higher rate loan balances when general interest rates are declining, earnings may decrease initially.
The Firm manages interest rate exposure related to its assets and liabilities on a consolidated, corporate-wide basis.
Business units transfer their interest rate risk to Treasury through a transfer-pricing system, which takes into account the elements of interest rate exposure that can be risk-managed in financial markets.
These elements include asset and liability balances and contractual rates of interest, contractual principal payment schedules, expected prepayment experience, interest rate reset dates and maturities, rate indices used for re-pricing, and any interest rate ceilings or floors for adjustable rate products.
All transfer-pricing assumptions are dynamically reviewed.
The Firm conducts simulations of changes in net interest income from its nontrading activities under a variety of interest rate scenarios.
Earnings-at-risk tests measure the potential change in the Firms net interest income, and the corresponding impact to the Firms pre-


| High Low Close CashDividendsDeclared(a) | 2016 Quarter | First | Second | Third | Fourth | Total | 2015 Quarter | First | Second | Third | Fourth | Total |


declaration of any dividends will be determined quarterly by the board or audit committee of the board of directors taking into account such factors as our evolving business model, prevailing business conditions and our financial results and capital requirements, without a predetermined annual net income payout ratio.
During the year ended December 31, 2014, we paid dividends of $2.60 per share of our common stock in the aggregate through four quarterly dividends of $0.65 per share, for an aggregate payout of $299 million in 2014, which includes the payment of dividend equivalents.
As a holding company, we have no operations and rely upon dividends from our subsidiaries in order to provide liquidity necessary to service our debt obligations and make dividend payments to our shareholders.
We and our subsidiaries are all required to comply with legal and regulatory restrictions, including restrictions contained in applicable general corporate laws, regarding the declaration and payment of dividends.
These laws may limit our or our subsidiaries’ ability to declare and pay dividends from time to time.
None of the indentures governing our and our subsidiaries’ outstanding indebtedness contain specific covenants restricting our ability, or the ability of our subsidiaries, to pay dividends absent a default on such indebtedness.
Our senior unsecured revolving credit facility in the aggregate amount of $3.0 billion, or the 2014 Credit Facility, however, limits our ability to declare and make dividend payments, and other distributions of our cash, property or assets, if a default under the applicable facility has occurred and is continuing, or would occur as a result of our declaration and payment of any dividend or other distribution.
Our 2014 Credit Facility contains customary financial and operating covenants that place restrictions on our operations, including our maintenance of specified total leverage and interest coverage ratios, which could indirectly affect our ability to pay dividends.
Refer to note 9 to our consolidated financial statements and related notes, which are included elsewhere in this Annual Report on Form 10-K, for more information on our debt facilities.


| Years Ended March 31, Change | (Dollars in millions, except per share data) | Revenues | Gross Profit | Operating Expenses | Litigation Charges (Credit), Net | Total Operating Expenses | Other Income, Net | Interest Expense | Income from Continuing Operations Before Income Taxes | Income Tax Expense | Income from Continuing Operations | Discontinued Operation – gain on sale, net of tax | Net Income | Diluted Earnings Per Common Share | Continuing Operations | Discontinued Operation | Total | Weighted Average Diluted Common Shares |


Prior to 2012, the Company issued both non-qualified and incentive stock options; however, the Company no longer issues incentive stock options.
The tax benefits associated with the outstanding incentive stock options are unpredictable, as they are predicated upon an award recipient triggering an event that disqualifies the award and that then results in a tax deduction to the Company.
Share-based payment accounting guidance requires that these tax benefits be recorded at the time of the triggering event.
The triggering events for each option holder are not easily projected.
In order to estimate the tax benefits related to incentive stock options, the Company makes many assumptions and estimates, including the number of incentive stock options that will be exercised during the period by U. S.  employees, the number of incentive stock options that will be disqualified during the period and the fair market value of the Companys stock price on the exercise dates.
Each of these items is subject to significant uncertainty.
Additionally, a significant portion of the tax benefits related to disqualified incentive stock options is accounted for as an increase to equity (additional paid-in capital) rather than as a reduction in income tax expense.
Although all such benefits continue to be realized through the Companys tax filings, there is no corresponding benefit to income tax expense.
For example, the Company realized a tax benefit of $6.1 million during the year ended December 31, 2013 related to disqualified dispositions of incentive stock options; however, only $1.8 million of such amount was recorded as a reduction in income tax expense.


| 2015 2016 2017 2018 2019 2020 - 2024 | Qualified defined benefit pension plans | Retiree medical and life insurance plans |


Stock Performance Graph This performance graph shall not be deemed
filed for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Quintiles IMS Holdings, Inc.  under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
The following graph shows a comparison from May 9, 2013 (the date our common stock commenced trading on the NYSE) through December 31, 2016 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500”) and a select peer group.
The peer group consists of Cerner Corporation, Charles River Laboratories, Inc. , Dun & Bradstreet Corporation, Equifax Inc. , ICON plc, IHS Markit Ltd. , INC Research Holdings, Laboratory Corporation of America Holdings, Nielsen N. V. , Parexel International Corporation, Inc. , PRA Health Sciences, Inc. , Thomson Reuters Corporation and Verisk Analytics, Inc.
The companies in our peer group are publicly traded information services, information technology or contract research companies, and thus share similar business model characteristics to QuintilesIMS, or provide services to similar customers as QuintilesIMS.
Many of these companies are also used by our compensation committee for purposes of compensation benchmarking.
The graph assumes that $100 was invested in QuintilesIMS, the S&P 500 and the peer group as of the close of market on May 9, 2013, assumes the reinvestments of dividends, if any.
The S&P 500 and our peer group are included for comparative purposes only.
They do not necessarily reflect management’s opinion that the S&P 500 and our peer group are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of our common stock.


West Nyack Site In 1994 and 1997, O&R entered into consent orders with the NYSDEC pursuant to which O&R agreed to conduct a remedial investigation and remediate certain property it owns in West Nyack, New York at which PCBs were discovered.
Petroleum contamination related to a leaking underground storage tank was found as well.
O&R has completed all remediation at the site that the NYSDEC has required to date.
O&R is continuing a supplemental groundwater investigation and on-site vapor intrusion monitoring as required by the NYSDEC.
Newark Bay Approximately 300 parties, including O&R (which was served with a third-party complaint in June 2009), were sued as thirdparty defendants by Tierra Solutions, Inc.  (Tierra) and Maxus Energy Corporation (Maxus), successors to the Occidental Chemical Corporation and Diamond Shamrock Chemical Company.
Tierra and Maxus were themselves sued in 2005 by the New Jersey Department of Environmental Protection and others for removal and cleanup costs, punitive damages, penalties, and economic losses allegedly arising from the dioxin contamination their predecessors pesticide/herbicide plant allegedly released to the Newark Bay Complex, a system of waterways including Newark Bay, the Arthur Kill, the Kill Van Kull, and lower portions of the Passaic and Hackensack Rivers.
Tierra and Maxus are seeking equitable contribution from the thirdparty defendants for such costs, damages, penalties and losses, which are likely to be substantial.
As to O&R, Tierra and Maxus allege that 1975 and 1976 shipments of waste oil by O&R from an electricity generating plant in Haverstraw, New York to the Borne Chemical Company in Elizabeth, New Jersey was a source of petroleum discharges to the Arthur Kill.
Con Edison is unable to predict O&Rs exposure to liability with respect to the Newark Bay Complex.
Other Superfund Sites O&R is a PRP with respect to other Superfund sites where there are other PRPs and it is not managing the site investigation and remediation.
Work at these sites is in various stages, with the company participating in PRP groups at some of the sites.
Investigation, remediation and monitoring at some of these sites have been, and are expected to continue to be, conducted over extended periods of time.
The company does not believe that it is reasonably likely that monetary sanctions, such as penalties, will be imposed upon it by any governmental authority with respect to these sites.
The following table lists each of O&Rs other Superfund sites for which the company anticipates it may have liability.
The table also shows for each such site, its location, the year in which the company was designated or alleged to be a PRP or to otherwise have responsibilities with respect to the site (shown in the table under Start), the name of the court or agency in which proceedings with respect to the site are pending and O&Rs estimated percentage of total liability for each site.
The company currently estimates that its potential liability for investigation, remediation, monitoring and environmental damages at each site is less than $0.5 million.
Superfund liability is joint and several.
The companys estimate of its anticipated share of the total liability for each site was determined pursuant to consent decrees, settlement agreements or otherwise and in light of the financial condition of other PRPs.
The companys actual liability could differ substantially from amounts estimated.


| Year Ended December 31, 2016 vs. 2015 % Change 2015 vs. 2014 % Change | (In millions) | Net sales | Cost of sales | As a % of net sales | Gross Profit |


| December 31, 2013  (In millions) | Revenue | Net Income |


| For the Years Ended December 31, | Operational | 2016 | General and administrative | Advertising and marketing | Depreciation and amortization | Provision for litigation settlements | Total operating expenses |


| Con Edison CECONY | (Millions of Dollars) | Service cost – including administrative expenses | Interest cost on projected benefit obligation | Expected return on plan assets | Recognition of net actuarial loss | Recognition of prior service costs | NET PERIODIC BENEFIT COST | Amortization of regulatory asset (a) | TOTAL PERIODIC BENEFIT COST | Cost capitalized | Reconciliation to rate level | Cost charged to operating expenses |


The Jeanswear coalition consists of the global jeanswear businesses, led by the Wrangler?
and Lee?
brands.2016 compared to 2015 Global Jeanswear revenues decreased 2% in 2016 compared to 2015, due to a 2% negative impact from foreign currency.
Revenues in the Americas region decreased 2% in 2016, due to a 2% negative impact from foreign currency.
Revenues in the Asia Pacific region decreased 4% in 2016, driven by a 5% negative impact from foreign currency.
European revenues increased 3% in 2016, including a 1% negative impact from foreign currency.
Global revenues for the Wrangler?
brand decreased 1% in 2016, as 1% operational growth, which was tempered by aggressive inventory management by key retailers, was offset by a negative 2% impact from foreign currency.
Global revenues for the Lee?
brand were down 3% in 2016 compared to 2015, primarily driven by a negative 2% impact from foreign currency and softness in the U. S.  mid-tier channel.
Operating margin decreased 120 basis points in 2016 over 2015, primarily due to lower gross margin largely driven by restructuring charges and higher product costs as a result of lower production volumes.2015 compared to 2014 Global Jeanswear revenues were flat in 2015 compared to 2014, reflecting operational growth offset by a negative 4% impact from foreign currency.
The 53rd week in 2014 also negatively impacted 2015 revenue growth.
Revenues in the Americas region increased 1% in 2015, including a 2% negative impact from foreign currency.
Revenues in the Asia Pacific region increased 5% in 2015 despite a 4% negative impact from foreign currency.
European revenues decreased 15% in 2015, including an 18% negative impact from foreign currency.
Global revenues for the Wrangler?
brand were flat in 2015 compared to 2014, as 4% operational growth driven by continued strength in the mass business was offset by a negative 4% impact from foreign currency.
Global revenues for the Lee?
brand were


ended December 31, 2015 and 2014, respectively.
The increase in cash provided by accounts payable-inventory financing was primarily due to a new vendor added to our previously existing inventory financing agreement.
For a description of the inventory financing transactions impacting each period, see Note 6 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.
For a description of the debt transactions impacting each period, see Note 8 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
Net cash used in financing activities decreased $56.3 million in 2014 compared to 2013.
The decrease was primarily driven by several debt refinancing transactions during each period and our July 2013 IPO, which generated net proceeds of $424.7 million after deducting underwriting discounts, expenses and transaction costs.
The net impact of our debt transactions resulted in cash outflows of $145.9 million and $518.3 million during 2014 and 2013, respectively, as cash was used in each period to reduce our total long-term debt.
For a description of the debt transactions impacting each period, see Note 8 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
Long-Term Debt and Financing Arrangements As of December 31, 2015, we had total indebtedness of $3.3 billion, of which $1.6 billion was secured indebtedness.
At December 31, 2015, we were in compliance with the covenants under our various credit agreements and indentures.
The amount of CDW’s restricted payment capacity under the Senior Secured Term Loan Facility was $679.7 million at December 31, 2015.
For further details regarding our debt and each of the transactions described below, see Note 8 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
During the year ended December 31, 2015, the following events occurred with respect to our debt structure: ?
On August 1, 2015, we consolidated Kelway’s Term Loan and Kelway’s Revolving Credit Facility.
Kelway’s Term Loan is denominated in British Pounds.
The Kelway Revolving Credit Facility is a multi-currency revolving credit facility under which Kelway is permitted to borrow an aggregate amount of ￡50.0 million ($73.7 million) as of December 31, 2015.  ?
On March 3, 2015, we completed the issuance of $525.0 million principal amount of 5.0% Senior Notes due 2023 which will mature on September 1, 2023.  ?
On March 3, 2015, we redeemed the remaining $503.9 million aggregate principal amount of the 8.5% Senior Notes due 2019, plus accrued and unpaid interest through the date of redemption, April 2, 2015.
Inventory Financing Agreements We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions.
These amounts are classified separately as accounts payable-inventory financing on the Consolidated Balance Sheets.
We do not incur any interest expense associated with these agreements as balances are paid when they are due.
For further details, see Note 6 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.
Contractual Obligations We have future obligations under various contracts relating to debt and interest payments, operating leases and asset retirement obligations.
Our estimated future payments, based on undiscounted amounts, under contractual obligations that existed as of December 31, 2015, are as follows:


During 2015, 2014 and 2013, additional performance cash awards with a total target value of $1.2, $2.9 and $35.6, respectively, were awarded under the 2014 PIP and 2009 PIP and will be settled in shares upon vesting, which is three years from the grant date.
The total fair value of the vested awards distributed during the years ended December 31, 2015 and 2014 was $16.6 and $19.8, respectively.
As of December 31, 2015, there was $1.6 of total unrecognized compensation expense related to these awards, which is expected to be recognized over a remaining weighted-average period of 0.2 years.
In conjunction with our annual grant of long-term incentive compensation awards, we reviewed our estimates and assumptions in 2015, which resulted in a forfeiture rate consistent with prior years.2009 Restricted Cash Plan In March 2009, the Compensation Committee approved the Interpublic Restricted Cash Plan (the “Cash Plan”).
Under the Cash Plan, the Board, the Compensation Committee or the Plan Administrator may grant cash awards to certain


| 2014 2013 | (Amounts in millions) | ASSETS | Money market investments | Securities: | Held-to-maturity | Available-for-sale | Trading account | Total securities | Loans held for sale | Loans and leases2 | Total interest-earning assets | Cash and due from banks | Allowance for loan losses | Goodwill | Core deposit and other intangibles | Other assets | Total assets | LIABILITIES | Interest-bearing deposits: | Saving and money market | Time | Foreign | Total interest-bearing deposits | Borrowed funds: | Federal funds purchased and other short-term borrowings | Long-term debt | Total borrowed funds | Total interest-bearing liabilities | Noninterest-bearing deposits | Other liabilities | Total liabilities | Shareholders’ equity: | Preferred equity | Common equity | Controlling interest shareholders’ equity | Noncontrolling interests | Total shareholders’ equity | Total liabilities and shareholders’ equity | Spread on average interest-bearing funds | Taxable-equivalent net interest income and net yield on interest-earning assets |


Note 10.
Commitments and Contingencies Off-Balance Sheet Commitments and Contingencies: Credit-related financial instruments include indemnified securities financing, unfunded commitments to extend credit or purchase assets and standby letters of credit.
The total potential loss on unfunded commitments, standby letters of credit and securities finance indemnifications is equal to the total contractual amount, which does not consider the value of any collateral.
The following is a summary of the contractual amount of credit-related, off-balance sheet financial instruments at December 31.
Amounts reported do not reflect participations to independent third parties.


| December 31, (in millions) 2016 2015 2014 | Carrying value | Cost |


2011 compared to 2010 IS&GS’ net sales for 2011 decreased $540 million, or 5%, compared to 2010.
The decrease primarily was attributable to lower volume of approximately $665 million due to the absence of the DRIS program that supported the 2010 U. S.  census and a decline in activities on the JTRS program.
This decrease partially was offset by increased net sales on numerous programs.
IS&GS’ operating profit for 2011 increased $60 million, or 7%, compared to 2010.
Operating profit increased approximately $180 million due to volume and the retirement of risks in 2011 and the absence of reserves recognized in 2010 on numerous programs (including among others, ODIN (about $60 million) and TWIC and Automated Flight Service Station programs).
The increases in operating profit partially were offset by the absence of the DRIS program and a decline in activities on the JTRS program of about $120 million.
Adjustments not related to volume, including net profit rate adjustments described above, were approximately $130 million higher in 2011 compared to 2010.
Backlog Backlog decreased in 2012 compared to 2011 primarily due to the substantial completion of various programs in 2011 (primarily ODIN, U. K.  Census, and JTRS).
The decrease in backlog during 2011 compared to 2010 mainly was due to declining activities on the JTRS program and several other smaller programs.
Trends We expect IS&GS’ net sales to decline in 2013 in the mid single digit percentage range as compared to 2012 primarily due to the continued downturn in federal information technology budgets.
Operating profit is expected to decline in 2013 in the mid single digit percentage range consistent with the expected decline in net sales, resulting in margins that are comparable with 2012 results.


| For the Years Ended December 31, 2009, 2008 and 2007 | Business Banking | 2009 | Net interest income(a) | Noninterest income | 410,251 | Provision for credit losses | Amortization of core deposit and other intangible assets | Depreciation and other amortization | Other noninterest expense | Income (loss) before taxes | Income tax expense (benefit) | Net income (loss) | Average total assets (in millions) | Capital expenditures (in millions) |


| U.K. U.S. Other | Expected return (in total) | Expected return on equities -1 | Expected return on fixed income | Asset mix: | Target equity -1 | Target fixed income |


| 2017 $114,857 | 2018 | 2019 | 2020 | 2021 | 2022 and thereafter | Total future minimum lease payments |


On October 21, 2004, The Hartford declared a dividend on its common stock of $0.29 per share payable on January 3, 2005 to shareholders of record as of December 1, 2004.
The Hartford declared $331 and paid $325 in dividends to shareholders in 2004, declared $300 and paid $291 in dividends to shareholders in 2003, declared $262 and paid $257 in 2002.
AOCI - AOCI increased by $179 as of December 31, 2004 compared with December 31, 2003.
The increase in AOCI is primarily the result of Lifes adoption of SOP 03-1, which resulted in a $292 cumulative effect for unrealized gains on securities in the first quarter of 2004 related to the reclassification of investments from separate account assets to general account assets, partially offset by net unrealized losses on cash-flow hedging instruments.
The funded status of the Companys pension and postretirement plans is dependent upon many factors, including returns on invested assets and the level of market interest rates.
Declines in the value of securities traded in equity markets coupled with declines in longterm interest rates have had a negative impact on the funded status of the plans.
As a result, the Company recorded a minimum pension liability as of December 31, 2004, and 2003, which resulted in an after-tax reduction of stockholders equity of $480 and $375 respectively.
This minimum pension liability did not affect the Companys results of operations.
For additional information on stockholders equity and AOCI see Notes 15 and 16, respectively, of Notes to Consolidated Financial Statements.


Acquisitions, Dispositions, Ventures and Plant Closures Acquisitions In May 2010, the Company acquired two product lines, Zenite?
liquid crystal polymer (LCP) and Thermx?
polycyclohexylene-dimethylene terephthalate (PCT), from DuPont Performance Polymers.
The acquisition will continue to build upon the Companys position as a global supplier of high performance materials and technologydriven applications.
These two product lines broaden the Companys Ticona Engineering Polymers offerings within its Advanced Engineered Materials segment, enabling the Company to respond to a globalizing customer base, especially in the high growth electrical and electronics application markets.
Pro forma financial information since the acquisition date has not been provided as the acquisition did not have a material impact on the Companys financial information.
The Company incurred $1 million in direct transaction costs as a result of this acquisition.
The Company allocated the purchase price of the acquisition to identifiable intangible assets acquired based on their estimated fair values.
The excess of purchase price over the aggregate fair values was recorded as goodwill.
Intangible assets were valued using the relief from royalty and discounted cash flow methodologies which are considered a Level 3 measurement under FASB ASC Topic 820.
The relief from royalty method estimates the Companys theoretical royalty savings from ownership of the intangible asset.
Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.
Discount rates, royalty rates, growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment.
The key assumptions used in the discounted cash flow valuation model include discount rates, growth rates, cash flow projections and terminal value rates.
Discount rates, growth rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment.
The Company, with the assistance of third-party valuation consultants, calculated the fair value of the intangible assets acquired to allocate the purchase price at the respective acquisition date.
The consideration paid for the product lines and the amounts of the intangible assets acquired recognized at the acquisition date are as follows:


| 2015 2014 2013 | European Union | Eastern Europe, Middle East & Africa | Asia | Latin America & Canada | 100.0% |


| New Sites (Acquired or Constructed) 2014 2013 2012 | Domestic | International-1 |


| Balance at March 31, 2008 $168 | Reductions for tax positions for closing of the applicable statute of limitations | Balance at March 31, 2009 |


| December 31 | (Dollars in millions) | Assets under management | Client brokerage assets-1 | Assets in custody | Client deposits | Less: Client brokerage assets and assets incustody included in assets under management | Total net client assets |


| For the Years Ended December 31, | 2013 | Operating Revenues (dollars in thousands) | Customer Class | Water service | Residential | Commercial | Industrial | Public and other | Other water revenues | Billed water services | Unbilled water services | Total water revenues | Wastewater revenues | Other revenues | $2,593,918 |


| December 31 2005 2004 | (In millions of dollars) | General account investments: | Fixed maturity securities available-for-sale: | U.S. Treasury securities and obligations of | government agencies | Asset-backed securities | States, municipalities and political subdivisions- | tax-exempt | Corporate securities | Other debt securities | Redeemable preferred stock | Options embedded in convertible debt securities | Total fixed maturity securities available-for-sale | Fixed maturity securities trading: | U.S. Treasury securities and obligations of | government agencies | Asset-backed securities | Corporate securities | Other debt securities | Redeemable preferred stock | Total fixed maturity securities trading | Equity securities available-for-sale: | Common stock | Non-redeemable preferred stock | Total equity securities available-for-sale | Equity securities trading | Short-term investments available-for-sale | Short-term investments trading | Limited partnerships | Other investments | Total general account investments |


Note 12: Shareholders' Equity During 2018, 2017, and 2016, we repurchased $4.15 billion, $359.8 million and $540.1 million, respectively, of shares associated with our share repurchase programs.
A payment of $60.0 million was made in 2016 for shares repurchased in 2017.
During 2018, we repurchased $2.05 billion of shares, which completed the $5.00 billion share repurchase program announced in October 2013 and our board authorized an $8.00 billion share repurchase program.
There were $2.10 billion repurchased under the $8.00 billion program in 2018.
As of December 31, 2018, there were $5.90 billion of shares remaining under the 2018 program.
We have 5.0 million authorized shares of preferred stock.
As of December 31, 2018 and 2017, no preferred stock was issued.
We have an employee benefit trust that held 50.0 million shares of our common stock at both December 31, 2018 and 2017, to provide a source of funds to assist us in meeting our obligations under various employee benefit plans.
The cost basis of the shares held in the trust was $3.01 billion at both December 31, 2018 and 2017, and is shown as a reduction of shareholders equity.
Any dividend transactions between us and the trust are eliminated.
Stock held by the trust is not considered outstanding in the computation of EPS.
The assets of the trust were not used to fund any of our obligations under these employee benefit plans during the years ended December 31, 2018, 2017, and 2016.


| Rating equivalent 2017 2016 | December 31,(in millions, except ratios) | AAA/Aaa to AA-/Aa3 | A+/A1 to A-/A3 | BBB+/Baa1 to BBB-/Baa3 | BB+/Ba1 to B-/B3 | CCC+/Caa1 and below | Total |


| December 31, 2012 December 31, 2011 | Carrying | In millions | Assets | Cash and due from banks | Short-term assets | Trading securities | Investment securities | Trading loans | Loans held for sale | Net loans (excludes leases) | Other assets | Mortgage servicing rights | Financial derivatives | Designated as hedging instruments under GAAP | Not designated as hedging instruments under GAAP | Total Assets | Liabilities | Demand, savings and money market deposits | Time deposits | Borrowed funds | Financial derivatives | Designated as hedging instruments under GAAP | Not designated as hedging instruments under GAAP | Unfunded loan commitments and letters of credit | Total Liabilities |


| 2006 2005 2004 | (Dollars in millions) | Net sales | % change compared with prior year | Segment profit | % change compared with prior year |


| Period Total Numberof SharesPurchased-1 AveragePrice PaidPer Share-2 Total Number ofShares Purchasedas Part ofPublicly AnnouncedPlan or Program Maximum DollarValue of SharesAuthorized for Repurchase UnderPublicly AnnouncedPlan or Program-1(In millions) | September 30, 2018 – November 3, 2018 | November 4, 2018 – December 1, 2018 | December 2, 2018 – December 29, 2018 | Total |


| Year Ended December 31 | 2014 | (In thousands) | Service cost | Interest cost on benefit obligation | Expected return on plan assets | Amortization of prior service credit | Recognized net actuarial loss | Net periodic pension expense |


| 2008 2007 2006 | Changes in fair value of derivatives | Adjustment for net gains/(losses) realized and included in net income | Change in unrealized gains on derivative instruments |


| (dollars in millions)CDS Gross TransactionNotional Amount atDecember 31,2010 Net NotionalAmount atDecember 31,2010 AttachmentPoint atInception(a) AttachmentPoint atDecember 31,2010(a) RealizedLossesthroughDecember 31,2010(b) | 1 | 2 | 3 | 4 | 5(c) | 6 | 7 | 8 | 9 | Total |


future payments that will not be paid because of an early redemption, which is discounted at a fixed spread over a comparable Treasury security.
The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2022 Notes.2021 Notes.
In May 2011, the Company issued $1.5 billion in aggregate principal amount of unsecured unsubordinated obligations.
These notes were issued as two separate series of senior debt securities, including $750 million of 4.25% notes maturing in May 2021 and $750 million of floating rate notes, which were repaid in May 2013 at maturity.
Net proceeds of this offering were used to fund the repurchase of BlackRocks Series B Preferred from affiliates of Merrill Lynch & Co. , Inc.  Interest on the 4.25% notes due in 2021 (2021 Notes) is payable semi-annually on May 24 and November 24 of each year, which commenced November 24, 2011, and is approximately $32 million per year.
The 2021 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a make-whole redemption price.
The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2021 Notes.2019 Notes.
In December 2009, the Company issued $2.5 billion in aggregate principal amount of unsecured and unsubordinated obligations.
These notes were issued as three separate series of senior debt securities including $0.5 billion of 2.25% notes, which were repaid in December 2012, $1.0 billion of 3.50% notes, which were repaid in December 2014 at maturity, and $1.0 billion of 5.0% notes maturing in December 2019 (the 2019 Notes).
Net proceeds of this offering were used to repay borrowings under the CP Program, which was used to finance a portion of the acquisition of Barclays Global Investors from Barclays on December 1, 2009, and for general corporate purposes.
Interest on the 2019 Notes of approximately $50 million per year is payable semi-annually in arrears on June 10 and December 10 of each year.
These notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a make-whole redemption price.
The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2019 Notes.2017 Notes.
In September 2007, the Company issued $700 million in aggregate principal amount of 6.25% senior unsecured and unsubordinated notes maturing on September 15, 2017 (the 2017 Notes).
A portion of the net proceeds of the 2017 Notes was used to fund the initial cash payment for the acquisition of the fund-of-funds business of Quellos and the remainder was used for general corporate purposes.
Interest is payable semi-annually in arrears on March 15 and September 15 of each year, or approximately $44 million per year.
The 2017 Notes may be redeemed prior to maturity at any time in whole or in part at the option of the Company at a make-whole redemption price.
The unamortized discount and debt issuance costs are being amortized over the remaining term of the 2017 Notes.13.
Commitments and Contingencies Operating Lease Commitments The Company leases its primary office spaces under agreements that expire through 2035.


| December 31, 2016(in billions, except ratio data) Total assets at fair value Total level 3 assets | Trading debt and equity instruments | Derivative receivables(a) | Trading assets | AFS securities | Loans | MSRs | Private equity investments(b) | Other | Total assets measuredat fair value on a recurring basis | Total assets measured at fair value on a nonrecurring basis | Total assets measuredat fair value | Total Firm assets | Level 3 assets as a percentage of total Firm assets(a) | Level 3 assets as a percentage of total Firm assets at fair value(a) |


| December 31, 2008 | Cost or Amortized Cost | Less than | 20% | (In millions, except number of securities) | Fixed Maturity Securities: | Less than six months | Six months or greater but less than nine months | Nine months or greater but less than twelve months | Twelve months or greater | Total | Equity Securities: | Less than six months | Six months or greater but less than nine months | Nine months or greater but less than twelve months | Twelve months or greater | Total |


| Payments Due by Period | (In Millions) | Operating lease obligations | Capital purchase obligations1 | Other purchase obligations and commitments2 | Long-term debt obligations3 | Other long-term liabilities4, 5 | Total6 |


| As of December 31, 2015 | $ in millions | Assets: | CLO collateral assets: | Bank loans | Bonds | Equity securities | Private equity fund assets: | Equity securities | Debt securities | Investments in other private equity funds | Total assets at fair value |


In January 2016, the Company issued $800 million of debt securities consisting of a $400 million aggregate principal three year fixed rate note with a coupon rate of 2.00% and a $400 million aggregate principal seven year fixed rate note with a coupon rate of 3.25%.
The proceeds were used to repay a portion of the Company’s outstanding commercial paper, repay the remaining term loan balance, and for general corporate purposes.
The Company’s public notes and 144A Notes may be redeemed by the Company at its option at redemption prices that include accrued and unpaid interest and a make-whole premium.
Upon the occurrence of a change of control accompanied by a downgrade of the notes below investment grade rating, within a specified time period, the Company would be required to offer to repurchase the public notes and 144A Notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.
The public notes and 144A Notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all other senior and unsubordinated indebtedness of the Company.
The Company entered into a registration rights agreement in connection with the issuance of the 144A Notes.
Subject to certain limitations set forth in the registration rights agreement, the Company has agreed to (i) file a registration statement (the “Exchange Offer Registration Statement”) with respect to registered offers to exchange the 144A Notes for exchange notes (the “Exchange Notes”), which will have terms identical in all material respects to the New 10-year Notes and New 30-year Notes, as applicable, except that the Exchange Notes will not contain transfer restrictions and will not provide for any increase in the interest rate thereon in certain circumstances and (ii) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective within 270 days after the date of issuance of the 144A Notes.
Until such time as the Exchange Offer Registration Statement is declared effective, the 144A Notes may only be sold in accordance with Rule 144A or Regulation S of the Securities Act of 1933, as amended.


| Years Ended December 31, | 2015 | (in millions) | Revenues | Management and financial advice fees | Distribution fees | Net investment income | Other revenues | Total revenues | Banking and deposit interest expense | Total net revenues | Expenses | Distribution expenses | Amortization of deferred acquisition costs | Interest and debt expense | General and administrative expense | Total expenses | Operating earnings |


VERTEX PHARMACEUTICALS INCORPORATED Notes to Consolidated Financial Statements (Continued) D.  Stock-based Compensation (Continued) The Company uses the Black-Scholes valuation model to estimate the fair value of stock options at the grant date.
The Black-Scholes valuation model uses the option exercise price as well as estimates and assumptions related to the expected price volatility of the Companys stock, the period during which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Companys stock to estimate the fair value of a stock option on the grant date.
The Company validates its estimates and assumptions through consultations with independent third parties having relevant expertise.
The fair value of each option granted under the Stock and Option Plans during 2006 was estimated on the date of grant using the BlackScholes option pricing model with the following weighted average assumptions:


NOTE 14 Commitments and Contingencies In the normal course of business, the Corporation enters into a number of off-balance sheet commitments.
These commitments expose the Corporation to varying degrees of credit and market risk and are subject to the same credit and market risk limitation reviews as those instruments recorded on the Corporations Consolidated Balance Sheet.
Credit Extension Commitments The Corporation enters into commitments to extend credit such as loan commitments, SBLC and commercial letters of credit to meet the financing needs of its customers.
The table below includes the notional amount of unfunded legally binding lending commitments net of amounts distributed (e. g. , syndicated) to other financial institutions of $27.1 billion and $23.3 billion at December 31, 2011 and 2010.
At December 31, 2011, the carrying amount of these commitments, excluding commitments accounted for under the fair value option, was $741 million, including deferred revenue of $27 million and a reserve for unfunded lending commitments of $714 million.
At December 31, 2010, the comparable amounts were $1.2 billion, $29 million and $1.2 billion, respectively.
The carrying amount of these commitments is classified in accrued expenses and other liabilities on the Consolidated Balance Sheet.
The table below also includes the notional amount of commitments of $25.7 billion and $27.3 billion at December 31, 2011 and 2010 that are accounted for under the fair value option.
However, the table below excludes fair value adjustments of $1.2 billion and $866 million on these commitments, which are classified in accrued expenses and other liabilities.
For information regarding the Corporations loan commitments accounted for under the fair value option, see Note 23  Fair Value Option.


| Yearly Averages | (in billions) | Common stockholders’ equity | Economic risk capital: | Credit risk | Market risk | Operational risk | Business risk | Private equity risk | Economic risk capital | Goodwill / Intangibles | Asset capital tax | Capital against nonrisk factors | Total capital allocated to business activities | Diversification effect | Total required internal capital | Firm capital in excess of required capital |


The only equity securities that are publicly traded are common shares of Xcel Energy Inc.
The diluted earnings and EPS of each subsidiary as well as the ROE of each subsidiary discussed below do not represent a direct legal interest in the assets and liabilities allocated to such subsidiary but rather represent a direct interest in our assets and liabilities as a whole.
Ongoing diluted EPS and ongoing ROE for Xcel Energy and by subsidiary are financial measures not recognized under GAAP.
Ongoing diluted EPS is calculated by dividing the net income or loss attributable to the controlling interest of each subsidiary, adjusted for certain nonrecurring items, by the weighted average fully diluted Xcel Energy Inc.  common shares outstanding for the period.
Ongoing ROE is calculated by dividing the net income or loss attributable to the controlling interest of Xcel Energy or each subsidiary, adjusted for certain nonrecurring items, by each entity’s average common stockholders’ or stockholder’s equity.
We use these non-GAAP financial measures to evaluate and provide details of earnings results.
We believe these measurements are useful to investors to evaluate the actual and projected financial performance and contribution of our subsidiaries.
These non-GAAP financial measures should not be considered as alternatives to measures calculated and reported in accordance with GAAP.


| 2017 $27,000 | 2018 | 2019 | 2020 | 2021 | 2022 and thereafter | Total scheduled maturities of long term debt | Current maturities of long term debt |


The two lease agreements discussed above are subject to standard financial covenants.
The agreements limit the amount of indebtedness we can incur.
A leverage covenant requires us to keep our debt to EBITDA ratio less than 2.5:1.0.
As of November 28, 2003, our debt to EBITDA ratio was 0.53:1.0, well within the limit.
We also have a liquidity covenant which requires us to maintain a quick ratio equal to or greater than 1.0.
As of November 28, 2003, our quick ratio was 2.2, well above the minimum.
We expect to remain within compliance in the next 12 months.
We are comfortable with these limitations and believe they will not impact our cash or credit in the coming year or restrict our ability to execute our business plan.


Stock Performance Graph Comcast The graph below compares the yearly percentage change in the cumulative total shareholder return on Comcasts Class A common stock during the five years ended December 31, 2015 with the cumulative total returns on the Standard & Poors 500 Stock Index and with a select peer group consisting of us and other companies engaged in the cable, communications and media industries.
This peer group consists of us, as well as Cablevision Systems Corporation (Class A), DISH Network Corporation (Class A), DirecTV Inc.  (included through July 24, 2015, the date of acquisition by AT&T Corp. ) and Time Warner Cable Inc.  (the cable subgroup), and Time Warner Inc. , Walt Disney Company, Viacom Inc.  (Class B), Twenty-First Century Fox, Inc.  (Class A), and CBS Corporation (Class B) (the media subgroup).
The peer group was constructed as a composite peer group in which the cable subgroup is weighted 63% and the media subgroup is weighted 37% based on the respective revenue of our Cable Communications and NBCUniversal segments.
The graph assumes $100 was invested on December 31, 2010 in our Class A common stock and in each of the following indices and assumes the reinvestment of dividends.


Selling, General, and Administrative Expense (SG&A) Expenditures for SG&A increased $798 million or 27% to $3.8 billion in 2008 compared to 2007.
These increases are due primarily to higher stock-based compensation expenses, higher variable selling expenses resulting from the significant year-over-year increase in total net sales and the Companys continued expansion of its Retail segment in both domestic and international markets.
In addition, the Company incurred higher spending on marketing and advertising during 2008 compared to 2007.
Expenditures for SG&A increased $530 million or 22% during 2007 compared to 2006.
The increase was due primarily to higher direct and indirect channel variable selling expenses resulting from the significant year-over-year increase in total net sales in 2007, the Companys continued expansion of its Retail segment in both domestic and international markets, and higher spending on marketing and advertising, partially offset by one less week of expenses in the first quarter of 2007.


We repurchased no Withheld Shares in October 2016, 1,353 Withheld Shares in November 2016 and 10,749 Withheld Shares in December 2016, for a total of 12,102 Withheld Shares during the three-month period.2 The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing the sum of the applicable period of the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our share repurchase program, described in Note 5 to the Consolidated Financial Statements, by the sum of the number of Withheld Shares and the number of shares acquired in our share repurchase program.3 In February 2016, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the \


| December 29,2012 December 31,2011 | Inventories at FIFO, net | Adjustments to state inventories at LIFO | Inventories at LIFO, net |


| Cash portion of consideration $575,400 | Fair value of vested options exchanged | Direct acquisition costs | Total estimated purchase price |


| Years Ended December 31, | 2013 | (in millions) | Total net revenues | Income (loss) from discontinued operations | Gain on sale | Income tax benefit | Loss from discontinued operations, net of tax | Years Ended December 31, | 2012 | (in millions) | Revenues | Management and financial advice fees | Distribution fees | Net investment income | Other revenues | Total revenues | Banking and deposit interest expense | Total net revenues | Expenses | Distribution expenses | Amortization of deferred acquisition costs | General and administrative expense | Total expenses | Operating earnings | 2006 | Quarter ended March 31 | Quarter ended June 30 | Quarter ended September 30 | Quarter ended December 31 | 2005 | Quarter ended March 31 | Quarter ended June 30 | Quarter ended September 30 | Quarter ended December 31 |


SILICON VALLEY BANCSHARES AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 23.
Regulatory Matters (Continued) The Company and the Bank are subject to capital adequacy guidelines issued by the Federal Reserve Board.
Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material impact on the Companys and/or the Banks financial condition and results of operations.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Companys and the Banks balance sheet items, as well as certain off-balance sheet items, as calculated under regulatory accounting practices.
The Companys and the Banks capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Under these capital guidelines, the minimum total risk-based capital ratio and Tier 1 risk-based capital ratio requirements are 10.0% and 6.0%, respectively, of risk-weighted assets and certain off-balance sheet items for a well capitalized depository institution.
The Federal Reserve Board has also established minimum capital leverage ratio guidelines for state member banks.
The ratio is determined using Tier 1 capital divided by quarterly average total assets.
The guidelines require a minimum of 5.0% for a well-capitalized depository institution.
The following table presents the capital ratios for the Company and the bank, as compared to the minimum regulatory capital requirements for an adequately capitalized depository institution, as of December 31, 2003 and 2002:


| Year Ended December 31 2005 2004 (Restated) 2003 (Restated) | (In millions) | Net investment income | Revenues | Income (loss) before net realized investment gains (losses) | Net realized investment gains (losses) | Net income (loss) |


| Year Ended December 31, | 2008 | % of | $ | ($ in thousands) | Expenses | Employee compensation and benefits | Depreciation and amortization | Technology and communications | Professional and consulting fees | Occupancy | Marketing and advertising | General and administrative | Total expenses |


| (In millions) Total 2012 2013-2014 2015-2016 LaterYears | Long-term debt (excludes interest)(a) | Lease obligations | Purchase obligations: | Oil and gas activities(b) | Service and materials contracts(c) | Transportation and related contracts | Drilling rigs and fracturing crews | Other | Total purchase obligations | Other long-term liabilities reportedin the consolidated balancesheet(d) | Total contractual cash obligations(e) |


| Revenue Mix Summary Year Ended Comparable Sales Summary Year Ended | January 28, 2017 | Consumer Electronics | Computing and Mobile Phones | Entertainment | Appliances | Services | Other | Total | Dollars in millions | Basel I Tier 1 common capital | Less phased-in regulatory capital adjustments: | Basel III quantitative limits | Accumulated other comprehensive income (a) | Other intangibles | All other adjustments | Estimated Basel III Transitional Tier 1 common capital (with 2014 phase-ins) | Basel I risk-weighted assets calculated as applicable for 2014 | Pro forma Basel III Transitional Tier 1 common capital ratio (with 2014phase-ins) |


| December 31, | (in days) | Days of sales outstanding (DSO)(1) | Days of supply in inventory (DIO)(2) | Days of purchases outstanding (DPO)(3) | Cash conversion cycle |


Gas Peak Demand The gas peak demand for firm sales customers in O&Rs service area occurs during the winter heating season.
The peak day demand during the winter 2014/2015 (through February 2, 2015) occurred on January 7, 2015 when the demand reached 191 MDt.
The 2014/2015 peak day demand included 86 MDt for O&Rs full-service customers and 105 MDt for customers participating in its gas energy choice program.
Design weather for the gas system is a standard to which the actual peak demand is adjusted for evaluation and planning purposes.
The company estimates that, under design weather conditions,


| 2013 2012 2011 | ESPP: | Dividend yield | Expected volatility | Risk-free interest rate | Expected life (in years) |


Stock Award and Incentive Plan.
Pursuant to the BlackRock, Inc.  1999 Stock Award and Incentive Plan (the Award Plan), options to purchase shares of the Companys common stock at an exercise price not less than the market value of BlackRocks common stock on the date of grant in the form of stock options, restricted stock or RSUs may be granted to employees and nonemployee directors.
A maximum of 27,000,000 shares of common stock were authorized for issuance under the Award Plan.
Of this amount, 5,447,427 shares remain available for future awards at December 31, 2012.
Upon exercise of employee stock options, the issuance of restricted stock or the vesting of RSUs, the Company issues shares out of treasury to the extent available.
Restricted Stock and RSUs.
Pursuant to the Award Plan, restricted stock grants and RSUs may be granted to certain employees.
Substantially all restricted stock and RSUs vest over periods ranging from one to five years and are expensed using the straight-line method over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.
Prior to 2009, the Company awarded restricted stock and RSUs with nonforfeitable dividend equivalent rights.
Restricted stock and RSUs awarded beginning in 2009 are not considered participating securities for purposes of calculating EPS as the dividend equivalents are subject to forfeiture prior to vesting of the award.
Restricted stock and RSU activity for 2012 is summarized below:


| Year Ended December 31, | 2014 | Revenue | Operating, administrative and other expenses | Gain on disposition of real estate | Income (loss) from discontinued operations, net of income taxes | Net income (loss) attributable to non-controlling interests |


December 31, 2014


| 2013 % Change 2012 % Change 2011 | Europe | Latin America | Asia Pacific | Net revenues |


| Fiscal2011 Fiscal2010 Fiscal2009 | Financial Management Solutions | Employee Management Solutions | Consumer Tax | Accounting Professionals | Financial Services |


| Base Capacity Product Capacity Performance Product | Zone | COMED | EMAAC | MAAC | RTO | Total |


| December 31, 2010 December 31, 2009 | Amortized Cost-1 | (in millions) | Less than three months | Three months or greater but less than six months | Six months or greater but less than nine months | Nine months or greater but less than twelve months | Greater than twelve months | Total |


| (Amounts in millions) 2014 Percent change 2013 Percent change 2012 | Salaries and employee benefits | Occupancy, net | Furniture, equipment and software | Other real estate expense | Credit-related expense | Provision for unfunded lending commitments | Professional and legal services | Advertising | FDIC premiums | Amortization of core deposit and other intangibles | Debt extinguishment cost | Other | Total | (Dollar amounts in millions) | Salaries and bonuses | Employee benefits: | Employee health and insurance | Retirement | Payroll taxes and other | Total benefits | Total salaries and employee benefits | Full-time equivalent (“FTE”) employees at December 31 |


| December 31, 2009 Net Flows Market Appreciation/ (Depreciation) & Other Foreign Exchange December 31, 2010 | (in billions) | Columbia Managed Assets:-1 | Retail Funds | Institutional Funds | Alternative Funds | Less: Eliminations | Total Columbia Managed Assets | Threadneedle Managed Assets: | Retail Funds | Institutional Funds | Alternative Funds | Total Threadneedle Managed Assets | Less: Sub-Advised Eliminations | Total Managed Assets |


Fair Value Disclosures about Pension Plan Assets.
In December 2008, the FASB revised the authoritative guidance for employers disclosures about pension plan assets.
This new guidance requires additional disclosures about the components of plan assets, investment strategies for plan assets and significant concentrations of risk within plan assets.
The Company, in conjunction with fair value measurement of plan assets, separated plan assets into the three fair value hierarchy levels and provided a roll forward of the changes in fair value of plan assets classified as Level 3 in the 2009 annual consolidated financial statements.
These disclosures had no effect on the Companys accounting for plan benefits and obligations.


| Fiscal2011 Fiscal2010 Fiscal2009 % Change2011-2010 % Change2010-2009 | Research and development | Percentage of total revenue | Sales and marketing | Percentage of total revenue | General and administrative | Percentage of total revenue | Restructuring and other charges | Percentage of total revenue | Amortization of purchased intangibles andincomplete technology | Percentage of total revenue | Total operating expenses |


| In Millions, Fiscal Year 2006 2005 2004 2003 2002 2001 2000 | Net earnings | Interest, net, after-tax | Divestitures gain, after-tax | Debt repurchase costs, after-tax | Earnings before interest, after-tax (adjusted) | Current portion of long-term debt | Notes payable | Long-term debt | Total debt | Minority interests | Stockholders’ equity | Total capital | Less: 2005 Divestitures gain, net of debt repurchase costs, after-tax | Less: Accumulated other comprehensive (income) loss | Adjusted total capital | Adjusted average total capital | Return on average total capital |


| (In millions) 2009 2008 2007 | Sales and transfers of oil and gas produced, net of production andadministrative costs | Net changes in prices and production and administrative costs related tofuture production | Extensions, discoveries and improved recovery, less related costs | Development costs incurred during the period | Changes in estimated future development costs | Revisions of previous quantity estimates | Net changes in purchases and sales of minerals in place | Accretion of discount | Net change in income taxes | Timing and other | Net change for the year | Beginning of the year | End of year | Net change for the year from discontinued operations |


| Identifiable Assets | 2017 | KFC Division(e) | Pizza Hut Division(e) | Taco Bell Division(e) | Corporate(c)(e) | $5,311 |


| December 31, 2017 | (Dollars in thousands) | Commercial loans: | Software/internet | Hardware | Private equity/venture capital | Life science/healthcare | Premium wine | Other | Commercial loans | Real estate secured loans: | Premium wine | Consumer loans | Other | Real estate secured loans | Construction loans | Consumer loans | Total gross loans |


Unrealized Losses on AFS Securities Unrealized Loss Aging for AFS Securities by Type and Length of Time as of December 31, 2018


| Net Exploratory Wells Net Development Wells | Productive | Year Ended December 31, 2011 | United States-1 | Equatorial Guinea-1 | Cameroon | Senegal/Guinea-Bissau | Israel-1 | Cyprus-1 | China | Total | Year Ended December 31, 2010 | United States-1 | Equatorial Guinea-1 | Israel-1 | North Sea | China | Total | Year Ended December 31, 2009 | United States-1 | Equatorial Guinea-1 | Israel-1 | North Sea | China | Total |


1 Includes 3 million stock option replacement awards in connection with our acquisition of CCE’s former North America business in 2010.
These options had a weighted-average exercise price of $18.02, and generally vest over 3 years and expire 10 years from the original date of grant.
The total intrinsic value of the options exercised was $815 million, $780 million and $631 million in 2013, 2012 and 2011, respectively.
The total shares exercised were 53 million, 61 million and 65 million in 2013, 2012 and 2011, respectively.


Entergy Texas, Inc.  Management's Financial Discussion and Analysis 366 dividends or other distributions on its common stock.
Currently, all of Entergy Texas' retained earnings are available for distribution.
Sources of Capital Entergy Texas' sources to meet its capital requirements include: x internally generated funds; x cash on hand; x debt or preferred stock issuances; and x bank financing under new or existing facilities.
Entergy Texas may refinance or redeem debt prior to maturity, to the extent market conditions and interest and dividend rates are favorable.
All debt and common and preferred stock issuances by Entergy Texas require prior regulatory approval.
Preferred stock and debt issuances are also subject to issuance tests set forth in its corporate charter, bond indentures, and other agreements.
Entergy Texas has sufficient capacity under these tests to meet its foreseeable capital needs.
Entergy Gulf States, Inc.  filed with the FERC an application, on behalf of Entergy Texas, for authority to issue up to $200 million of short-term debt, up to $300 million of tax-exempt bonds, and up to $1.3 billion of other longterm securities, including common and preferred or preference stock and long-term debt.
On November 8, 2007, the FERC issued orders granting the requested authority for a two-year period ending November 8, 2009.
Entergy Texas' receivables from or (payables to) the money pool were as follows as of December 31 for each of the following years:


Retail income tax return preparation and related services are provided by tax professionals via a system ofretail offices operated directly by us or by franchisees.
We also offer our services through seasonal offices located inside major retailers.
TAX RETURNS PREPARED – We, together with our franchisees, prepared 24.5 million tax returns worldwide during fiscal year 2011, compared to 23.2 million in 2010 and 23.9 million in 2009.
We prepared 21.4 million tax returns in the U. S.  during fiscal year 2011, up from 20.1 million in 2010 and 21.0 million in 2009.
Our U. S.  tax returns prepared, including those prepared by our franchisees and those prepared and filed at no charge, for the 2011 tax season constituted 16.4% of an Internal Revenue Service (IRS) estimate of total individual income tax returns filed during the fiscal year 2011 tax season.
This compares to 15.6% in the 2010 tax season and 15.8% in the 2009 tax season.
See Item 7 for further discussion of changes in the number of tax returns prepared.
FRANCHISES – We offer franchises as a way to expand our presence in certain markets.
Our franchise arrangements provide us with certain rights designed to protect our brand.
Most of our franchisees receive use of our software, access to product offerings and expertise, signs, specialized forms, advertising, initial training and supervisory services, and pay us a percentage, typically approximately 30%, of gross tax return preparation and related service revenues as a franchise royalty in the U. S.  During fiscal years 2011, 2010 and 2009 we sold certain offices to existing franchisees for sales proceeds totaling $65.6 million, $65.7 million and $16.9 million, respectively.
The net gain on these transactions totaled $45.1 million, $49.0 million and $14.9 million in fiscal years 2011, 2010 and 2009, respectively.
The extent to which we sell company-owned offices will depend upon ongoing analysis regarding the optimal mix of offices for our network, including geographic location, as well as our ability to identify qualified franchisees.
From time to time, we have also acquired the territories of existing franchisees and other tax return preparation businesses, and may continue to do so if future conditions warrant and satisfactory terms can be negotiated.
During fiscal year 2009, we acquired the assets and franchise rights of our last major independent franchise operator for an aggregate purchase price of $279.2 million.


| (Dollars in millions) 2013 2012 2011 2010 2009 | Allowance for loan and lease losses, January 1-1 | Loans and leases charged off | Residential mortgage | Home equity | U.S. credit card | Non-U.S. credit card | Direct/Indirect consumer | Other consumer | Total consumer charge-offs | U.S. commercial-2 | Commercial real estate | Commercial lease financing | Non-U.S. commercial | Total commercial charge-offs | Total loans and leases charged off | Recoveries of loans and leases previously charged off | Residential mortgage | Home equity | U.S. credit card | Non-U.S. credit card | Direct/Indirect consumer | Other consumer | Total consumer recoveries | U.S. commercial-3 | Commercial real estate | Commercial lease financing | Non-U.S. commercial | Total commercial recoveries | Total recoveries of loans and leases previously charged off | Net charge-offs | Write-offs of PCI loans | Provision for loan and lease losses | Other-4 | Allowance for loan and lease losses, December 31 | Reserve for unfunded lending commitments, January 1 | Provision for unfunded lending commitments | Other-5 | Reserve for unfunded lending commitments, December 31 | Allowance for credit losses, December 31 |


| 2016 2015 | Plans where ABO was in excess of plan assets | Projected benefit obligation | Less: fair value of plan assets | Unfunded status of plans(a) | Plans where ABO was less than plan assets | Projected benefit obligation | Less: fair value of plan assets | Funded status of plans(b) | Incurred but Not Yet Recognized in Net Periodic Benefit Cost | 2016 | Gains (losses) | Actuarial gains and losses | Qualified defined benefit pension plans | Retiree medical and life insurance plans | Other plans | -1,204 | Credit (cost) | Net prior service credit and cost | Qualified defined benefit pension plans | Retiree medical and life insurance plans | Other plans | -28 | $-1,232 |


| December 31, 2012 December 31, 2011 | (in millions) | Assets: | Mortgage and other loans receivable | Liabilities: | Long-term debt* |


| Shares Weighted-AverageExercise Price | (In thousands, except per share amounts) | Shares under option at December 31, 2016 | Granted-1 | Exercised | Forfeited or expired | Shares under option at December 31, 2017 | Exercisable at December 31, 2017 |


(a) Includes 563, 3,801, 3,385, 2,851 and 2,955 mdths for 2012, 2011, 2010, 2009 and 2008, respectively, which are also reflected in firm transportation and other.


Net realized gains on equity securities were $11 million in 2010, of which net trading gains on sales of equity securities were $89 million, partially offset by other-than-temporary impairments of $78 million.
Net trading gains in 2010 were primarily due to private equity sales within our Corporate and Other operations and sales within our International Insurance operations.
Net realized losses on equity securities were $402 million in 2009, of which other-than-temporary impairments were $389 million and net trading losses on sales of equity securities were $13 million.
Net trading losses in 2009 were primarily due to sales within our Gibraltar Life operations.
See below for additional information regarding the other-than-temporary impairments of equity securities in 2010 and 2009.


| Year ended December 31, | 2007 | (in millions) | New annualized premiums: | On an actual exchange rate basis: | Life Planner operations | Gibraltar Life | Total | On a constant exchange rate basis: | Life Planner operations | Gibraltar Life | Total |


| Expected term (in years) 2.4 | Expected volatility | Risk-free interest rate | Stock price on date of grant | Weighted-average exercise price |


Treasury’s net income increased $13.8 million in 2016 compared to 2015.
The $23.2 million increase in net interest income primarily reflects an increase in securities income and lower net FTP funding costs, partially offset by an increase in interest expense.
Total non-interest income in 2016 includes $5.9 million in net security losses, primarily resulting from the sale of low-yielding and short maturity U. S.  Treasury and CMO securities with a combined amortized cost of $403 million, and income relating to distributions from an acquired equity investment.
Total non-interest income also includes BOLI death benefits received totaling $1.4 million and $0.5 million in 2016 and 2015, respectively.
The increase in non-interest expense reflects an increase in allocated expenses partially offset by a decrease in direct expenses.
Average total assets increased $1.0 billion in 2016 compared to 2015, primarily reflecting an increase in average securities.
The $1.4 billion increase in average total liabilities in 2016 compared to 2015 primarily reflects an increase in average borrowings.


| United States EquatorialGuinea Israel OtherInt'l-2 Total | (millions) | Year Ended December 31, 2011 | Property Acquisition Costs | Proved-3 | Unproved-4 | Total Acquisition Costs | Exploration Costs-5 | Development Costs-6 | Total Consolidated Operations | Year Ended December 31, 2010 | Property Acquisition Costs | Proved-3 | Unproved-4 | Total Acquisition Costs | Exploration Costs-5 | Development Costs-6 | Total Consolidated Operations | Year Ended December 31, 2009 | Property Acquisition Costs | Proved-3 | Unproved-4 | Total Acquisition Costs | Exploration Costs-5 | Development Costs-6 | Total Consolidated Operations |


| 2009 $14.9 | 2010 | 2011 | 2012 | 2013 | 2014 through 2018 |


ITEM 3.
LEGAL PROCEEDINGS During the second quarter of 2007, we reversed the remaining $1.2 million reserve we had established relating to the possible theft of our customers credit and debit card data.
See Note 13 to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data.
 A lawsuit has been filed against us in California alleging violations of state laws regarding employee record- keeping, meal and rest breaks, payment of overtime and related practices with respect to our employees.
The case seeks damages, penalties and attorneys fees on behalf of a purported class of our present and former employees.
We are currently investigating these claims, and although we have various defenses, it is not possible at this time to reasonably estimate the outcome of or any potential liability from this case.
Were involved in various other claims and legal actions that arise in the ordinary course of business.
We do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.
However, a significant increase in the number of these claims, or one or more successful claims under which we incur greater liabilities than we currently anticipate could materially and adversely affect our business, financial condition, results of operation and cash flows.


Offsetting of Certain Collateralized Transactions.


(1) Includes information for Merial until divestiture on September 17, 2009.
1% limited partner interest.
Astra contributed the net assets of its wholly owned subsidiary, Astra USA, Inc. , to the Partnership in exchange for a 99% general partner interest.
The Partnership, renamed AstraZeneca LP (“AZLP”) upon Astra’s 1999 merger with Zeneca Group Plc, became the exclusive distributor of the products for which KBI retained rights.
While maintaining a 1% limited partner interest in AZLP, Merck has consent and protective rights intended to preserve its business and economic interests, including restrictions on the power of the general partner to make certain distributions or dispositions.
Furthermore, in limited events of default, additional rights will be granted to the Company, including powers to direct the actions of, or remove and replace, the Partnership’s chief executive officer and chief financial officer.
Merck earns ongoing revenue based on sales of KBI products and such revenue was $915 million, $1.2 billion and $1.3 billion in 2012, 2011 and 2010, respectively, primarily relating to sales of Nexium, as well as Prilosec.
In addition, Merck earns certain Partnership returns which are recorded in Equity income from affiliates.
Such returns include a priority return provided for in the Partnership Agreement, a preferential return representing Merck’s share of undistributed AZLP GAAP earnings, and a variable return related to the Company’s 1% limited partner interest.
These returns aggregated $621 million, $574 million and $546 million in 2012, 2011 and 2010, respectively.
In conjunction with the 1998 restructuring discussed above, Astra purchased an option (the “Asset Option”) for a payment of $443 million, which was recorded as deferred income, to buy Merck’s interest in the KBI products, excluding the gastrointestinal medicines Nexium and Prilosec (the “Non-PPI Products”).
In April 2010, AstraZeneca exercised the Asset Option.
Merck received $647 million from AstraZeneca representing the net present value as of March 31, 2008 of projected future pretax revenue to be received by Merck from the Non-PPI Products, which was recorded as a reduction to the Company’s investment in AZLP.
The Company recognized the $443 million of deferred income in 2010 as a component of Other (income) expense, net.
In addition, in 1998, Merck granted Astra an option to buy Merck’s common stock interest in KBI and, through it, Merck’s interest in Nexium and Prilosec as well as AZLP, exercisable in 2012.
In June 2012, Merck and AstraZeneca amended the 1998 option agreement.
The updated agreement eliminated AstraZeneca’s option to acquire Merck’s interest in KBI in 2012 and provides AstraZeneca a new option to acquire Merck’s interest in KBI in June 2014.
As a result of the amended agreement, Merck continues to record supply sales and equity income from the partnership.
In 2014, AstraZeneca has the option to purchase Merck’s interest in KBI based in part on the value of Merck’s interest in Nexium and Prilosec.
AstraZeneca’s option is exercisable between March 1, 2014 and April 30, 2014.
If AstraZeneca chooses to exercise this option, the closing date is expected to be June 30, 2014.
Under the amended agreement, AstraZeneca will make a payment to Merck upon closing of $327 million, reflecting an estimate of the fair value of Merck’s interest in Nexium and Prilosec.
This portion of the exercise price is subject to a true-up in 2018 based on actual sales from closing in 2014 to June 2018.
The exercise price will also include an additional amount equal to a multiple of ten times Merck’s average 1% annual profit allocation in the partnership for the three years prior to exercise.
The Company believes that it is likely that AstraZeneca will exercise its option in 2014.
If AstraZeneca exercises its option, the Company will no longer record equity income from AZLP and supply sales to AZLP will decline substantially.


Residential mortgage  Residential mortgage loans represent loans to consumers for the purchase or refinance of a residence.
These loans are generally financed over a 15-year to 30-year term, and in most cases, are extended to borrowers to finance their primary residence.
Applications are underwritten centrally using consistent credit policies and processes.
All residential mortgage loan decisions utilize a full appraisal for collateral valuation.
Huntington has not originated or acquired residential mortgages that allow negative amortization or allow the borrower multiple payment options.


(1) Reflects equivalent ratings for investments of the international insurance operations that are not rated by U. S.  insurance regulatory authorities.
(2) Includes, as of December 31, 2006 and December 31, 2005, respectively, 10 securities with amortized cost of $50 million (fair value, $51 million) and 18 securities with amortized cost of $146 million (fair value, $147 million) that have been categorized based on expected NAIC designations pending receipt of SVO ratings.
(3) Includes $22 million of gross unrealized gains and $47 million gross unrealized losses as of December 31, 2006, compared to $29 million of gross unrealized gains and $51 million of gross unrealized losses as of December 31, 2005 on securities classified as held to maturity that are not reflected in other comprehensive income.
The following table sets forth our public fixed maturity portfolios by NAIC rating attributable to the Closed Block Business as of the dates indicated.


| (in millions) December 31, 2013 Net Inflows (Outflows) Market Change FX Impact December 31, 2014 | Equity: | Active | iShares | Non-ETF index | Equity subtotal | Fixed income: | Active | iShares | Non-ETF index | Fixed income subtotal | Multi-asset class | Alternatives: | Core | Currency and commodities | Alternatives subtotal | Long-term | Cash management | Advisory | Total AUM |


| 2016 2015 2014 | Smokeable products | Smokeless products | Wine | All other | Total |


NOTE 18 RETIREMENT PLANS International Paper sponsors and maintains the Retirement Plan of International Paper Company (the Pension Plan), a tax-qualified defined benefit pension plan that provides retirement benefits to substantially all U. S.  salaried employees and hourly employees (receiving salaried benefits) hired prior to July 1, 2004, and substantially all other U. S.  hourly and union employees who work at a participating business unit regardless of hire date.
These employees generally are eligible to participate in the Pension Plan upon attaining 21 years of age and completing one year of eligibility service.
U. S.  salaried employees and hourly employees (receiving salaried benefits) hired after June 30, 2004 are not eligible to participate in the Pension Plan, but receive a company contribution to their individual savings plan accounts (see Other U. S.  Plans); however, salaried employees hired by Temple Inland prior to March 1, 2007 or Weyerhaeuser Company's Cellulose Fibers division prior to December 1, 2011 also participate in the Pension Plan.
The Pension Plan provides defined pension benefits based on years of credited service and either final average earnings (salaried employees and hourly employees receiving salaried benefits), hourly job rates or specified benefit rates (hourly and union employees).
liabilities and related insurance receivables where applicable, or make such estimates for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, significant settlement, significant regulatory development or changes in applicable law.
A future adverse ruling, settlement or unfavorable development could result in future charges that could have a material adverse effect on the Companys results of operations or cash flows in any particular period.
A specific factor that could increase the Companys estimate of its future asbestos-related liabilities is the pending Congressional consideration of legislation to reform asbestosrelated litigation and pertinent information derived from that process.
For a more detailed discussion of the legal proceedings involving the Company and associated accounting estimates, see the discussion in Note 11 to the Consolidated Financial Statements of this Annual Report on Form 10-K.
Item 1B.
Unresolved Staff Comments.
None.
Item 2.
Properties.3Ms general offices, corporate research laboratories, and certain division laboratories are located in St.  Paul, Minnesota.
In the United States, 3M has 15 sales offices in 12 states and operates 59 manufacturing facilities in 23 states.
Internationally, 3M has 173 sales offices.
The Company operates 80 manufacturing and converting facilities in 29 countries outside the United States.3M owns substantially all of its physical properties.3Ms physical facilities are highly suitable for the purposes for which they were designed.
Because 3M is a global enterprise characterized by substantial intersegment cooperation, properties are often used by multiple business segments.
Item 3.
Legal Proceedings.
Discussion of legal matters is incorporated by reference from Part II, Item 8, Note 11, Commitments and Contingencies, of this document, and should be considered an integral part of Part I, Item 3, Legal Proceedings.
Item 4.
Submission of Matters to a Vote of Security Holders.
None in the quarter ended December 31, 2005.
PART II Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Equity compensation plans information is incorporated by reference from Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management, of this document, and should be considered an integral part of Item 5.
At January 31, 2006, there were approximately 125,823 shareholders of record.3Ms stock is listed on the New York Stock Exchange, Inc.  (NYSE), Pacific Exchange, Inc. , Chicago Stock Exchange, Inc. , and the SWX Swiss Exchange.
Cash dividends declared and paid totaled $.42 per share for each quarter of 2005, and $.36 per share for each quarter of 2004.
Stock price comparisons follow:


| 2003 Entergy  Arkansas Entergy  Gulf States Entergy  Louisiana Entergy  Mississippi Entergy  New Orleans System  Energy | (In Thousands) | Deferred and Long-term Accrued Tax Liabilities: | Net regulatory assets/(liabilities) | Plant-related basis differences, net | Power purchase agreements | Deferred fuel | Long term taxes accrued | Other | Total | Deferred Tax Assets: | Accumulated deferred investment | tax credit | Sale and leaseback | NOL carryforward | Unbilled/Deferred revenues | Pension-related items | Reserve for regulatory adjustments | Rate refund | Customer deposits | Nuclear decommissioning | Other | Total | Net deferred tax liability |


| Year ended December 31, | 2007 | (in millions) | Operating results: | Revenues | Benefits and expenses | Adjusted operating income | Realized investment gains (losses), net, and related adjustments(1) | Income from continuing operations before income taxes and equity in earnings of operating joint ventures | Year ended December 31, | 2007 | (in millions) | U.S. GAAP results: | Revenues | Benefits and expenses | Income from continuing operations before income taxes and equity in earnings of operating joint ventures |


| December 31, | 2009 | Estimated | Fair | Value | (In millions) | By collateral type: | Credit card loans | Student loans | RMBS backed bysub-primemortgage loans | Automobile loans | Other loans | Total | Portion rated Aaa/AAA -1 | Portion rated NAIC 1 -2 | RMBS backed bysub-primemortgage loans — portion credit enhanced by financial guarantor insurers | Of the 37.6% and 37.2% credit enhanced, the financial guarantor insurers were rated as follows: | By financial guarantor insurers rated Aa/AA | By financial guarantor insurers rated A | By financial guarantor insurers rated Baa/BBB | December 31, 2009 | Aaa | Cost or | Amortized | Cost | (In millions) | 2003 & Prior | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | Total | Ratings Distribution |


| Years Ended December 31, | 2008 | (In millions) | Revenues | Premiums | Universal life and investment-type product policy fees | Net investment income | Other revenues | Net investment gains (losses) | Total revenues | Expenses | Policyholder benefits and claims and policyholder dividends | Interest credited to policyholder account balances | Interest credited to bank deposits | Capitalization of DAC | Amortization of DAC and VOBA | Interest expense | Other expenses | Total expenses | Income before provision for income tax | Provision for income tax expense (benefit) | Income (loss) from continuing operations, net of income tax | Income (loss) from discontinued operations, net of income tax | Net income (loss) | Less: Net income (loss) attributable to noncontrolling interests | Net income (loss) attributable to MetLife, Inc. | Less: Preferred stock dividends | Net income (loss) available to MetLife, Inc.’s common shareholders |


| 2013 2012 2011 | Numerator: | Net income | Denominator: | Weighted-average shares outstanding | Effect of dilutive securities | Weighted-average diluted shares | Basic earnings per share | Diluted earnings per share |


| 2016 2015 2014 | Sales | Operating loss | Adjusted EBITDA |


| Years ended December 31, | (Millions of dollars) | Balance at January 1, | Additions for tax positions related to current year | Additions for tax positions related to prior years | Reductions for tax positions related to prior years | Reductions for settlements2 | Reductions for expiration of statute of limitations | Balance at December 31, | Amount that, if recognized, would impact the effective tax rate |


| Payment Due by Period | As of December 31, 2015 (in millions) | Debtobligations(a) | Capital lease obligations | Operating lease obligations | Purchaseobligations(b) | Other long-term liabilities reflected on the balance sheet(c) | Total(d)(e) |


The commercial paper of the Companies is rated P-2, A-2 and F2, respectively, by Moodys, S&P and Fitch.
Con Edisons longterm credit rating is Baa1, BBB+ and BBB+, respectively, by Moodys, S&P and Fitch.
The unsecured debt of CECONY is rated A3, A- and A-, respectively, by Moodys, S&P and Fitch.
The unsecured debt of O&R is rated Baa1, A- and A-, respectively, by Moodys, S&P and Fitch.
Securities ratings assigned by rating organizations are expressions of opinion and are not recommendations to buy, sell or hold securities.
A securities rating is subject to revision or withdrawal at any time by the assigning rating organization.
Each rating should be evaluated independently of any other rating.
CECONY has $636 million of tax-exempt debt for which the interest rates are to be determined pursuant to periodic auctions.
Of this amount, $391 million is insured by Ambac Assurance Corporation and $245 million is insured by Syncora Guarantee Inc.  (formerly XL Capital Assurance Inc. ).
Credit rating agencies have either downgraded the ratings of these insurers from AAA to lower levels or withdrawn the ratings.
Subsequently, there have not been sufficient bids to determine the interest rates pursuant to auctions, and interest rates have been determined by reference to a variable rate index.
The weighted average annual interest rate on this tax-exempt debt was 0.20 percent on December 31, 2011.
The
of hazardous substances in and around the Gowanus Canal will be between $466.7 million and $503.7 million, and indicated that the cost could be significantly higher.
CECONY is unable to predict its exposure to liability with respect to the Gowanus Canal site.
Other Superfund Sites CECONY is a potentially responsible party (PRP) with respect to other Superfund sites where there are other PRPs and where it is generally not responsible for managing the site investigation and remediation.
Work at these sites is in various stages, with the company participating in PRP groups at some of the sites.
Investigation, remediation and monitoring at some of these sites have been, and are expected to continue to be, conducted over extended periods of time.
The company does not believe that it is reasonably likely that monetary sanctions, such as penalties, will be imposed upon it by any governmental authority with respect to these sites.
The following table lists each of CECONYs other Superfund sites for which the company anticipates it may have a liability.
The table also shows for each such site, its location, the year in which the company was designated or alleged to be a PRP or to otherwise have responsibilities with respect to the site (shown in the table under Start), the name of the court or agency in which proceedings with respect to the site are pending and CECONYs estimated percentage of total liability for each site.
The company currently estimates that its potential liability for investigation, remediation, monitoring and environmental damages at each site is less than $0.2 million, with the exception of the Cortese Landfill site, for which the estimate is $1 million, and the Curcio Scrap Metal site, for which the estimate is $0.2 million.
Superfund liability is joint and several.
The companys estimate of its liability for each site was determined pursuant to consent decrees, settlement agreements or otherwise and in light of the financial condition of other PRPs.
The companys actual liability could differ substantially from amounts estimated.


| U.S. Dollars Australian Dollars British Pound Sterling | Fiscal year ended June 30, 2016 | Revenues | Operating and Selling, general, and administrative expenses | Fiscal year ended June 30, 2015 | Revenues | Operating and Selling, general, and administrative expenses |


| 2004 2003 2002 | (Dollars in millions) | Net sales | % change compared with prior year | Segment profit | % change compared with prior year |


| Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem | (in millions) | 2016 Revenue | Organic Growth | Acquisitions/(Divestitures) | Constant Currency | Foreign currency translation (a) | Total change in revenue | 2017 Revenue |