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0001131096-17-000012.txt : 20170202 0001131096-17-000012.hdr.sgml : 20170202 20170202162100 ACCESSION NUMBER: 0001131096-17-000012 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 103 CONFORMED PERIOD OF REPORT: 20161231 FILED AS OF DATE: 20170202 DATE AS OF CHANGE: 20170202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATHENAHEALTH INC CENTRAL INDEX KEY: 0001131096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043387530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33689 FILM NUMBER: 17568532 BUSINESS ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-402-1000 MAIL ADDRESS: STREET 1: 311 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 10-K 1 athn-20161231x10k.htm 10-K Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)



þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33689

athenahealth, Inc.

(Exact name of registrant as specified in its charter)



Delaware		04-3387530
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

311 Arsenal Street, Watertown, Massachusetts		02472
(Address of principal executive offices)		(Zip Code)

617-402-1000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:




Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $5,258,988,220 based on the closing price on the NASDAQ Global Select Market on June 30, 2016.

At January 31, 2017, the registrant had 39,518,523 shares of common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates information by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2016.

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INDEX



	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8.	Financial Statements and Supplementary Data	46
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	49

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	50
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accounting Fees and Services	50

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	51
SIGNATURES		52

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PART I

SPECIAL NOTE REGARDING

FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Annual Report on Form 10-K are forward-looking statements, including statements regarding management's expectations for future financial and operational performance and operating expenditures, expected growth, and business outlook; statements regarding the benefits of and demand for our service offerings; statements regarding the potential expansion and value of our network; statements regarding competition and the seasonality of our business; statements regarding changes in expenses related to operations, selling, marketing, research and development, general and administrative matters, and depreciation and amortization; statements regarding the impact of new accounting pronouncements; statements regarding our investments; and statements regarding liquidity matters. Forward-looking statements may be identified with words such as “will,” “may,” “expect,” “plan,” “anticipate,” “upcoming,” “believe,” “estimates,” or similar terminology, and the negative of these terms.

Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These factors include those listed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Forward-looking statements speak only as of the date hereof and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, and market share, is based on information from independent industry analysts and third-party sources (including industry publications, surveys, and forecasts), our internal research, and management estimates, which are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. None of the sources cited in this Annual Report on Form 10-K has consented to the inclusion of any data from its reports, and we have not sought the consent of any source. Our internal research has not been verified by any independent source, and we have not independently verified any third-party information. While we believe the market position, market opportunity, and market share information included in this Annual Report on Form 10-K is generally reliable, such information is inherently imprecise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

In this Annual Report on Form 10-K, the terms “athenahealth,” “we,” “us,” and “our” refer to athenahealth, Inc. and its subsidiaries, unless the context indicates otherwise.



Item 1.	Business.

Overview

athenahealth partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-enabled medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. athenahealth connects care across a national network of nearly 88,000 providers and nearly 86 million patients. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back-office work at scale so providers can focus on patients, not paperwork.

Our mission is to be healthcare providers’ most trusted service, helping them do well by doing the right thing. We design our services to help minimize the hassles that healthcare providers and their staff face from complex billing rules, quality measurement and reporting, clinical documentation and data exchange, patient communication and referrals, and many related tasks that can take attention away from delivering care. We believe our services empower healthcare providers to achieve and sustain financial health while staying focused on quality patient care.

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We incorporated in Delaware in 1997. Our corporate headquarters are located at 311 Arsenal Street, Watertown, Massachusetts 02472, and our telephone number is (617) 402-1000.

Market Overview

The healthcare industry is complex, disconnected, and fragmented, and is largely served by legacy software systems that may not be able to support the current needs for usability, flexibility, and interoperability. Medical groups and health systems face rising costs and complexity from a variety of factors, including legislative and regulatory reform efforts, changes in health benefit plan design, complicated reimbursement models, partners’ demand for electronic data exchange, and continued changes to federally mandated transaction standards. In addition, healthcare providers and practices face time-consuming administrative challenges, such as consolidating and reporting to government quality performance programs, processing and sorting a practice’s incoming paper documents, identifying and managing payer rules, collecting payments from uninsured, underinsured, and high deductible health plan patients, having a live operator take patient phone calls after a practice closes for the day, and communicating physician orders and referrals to others.

We believe the traditional software model fails to address many of the challenges experienced by healthcare providers. The majority of health information technology market operates on locally-installed, conventional software. We believe this delivery model does not allow for rapid innovation, timely upgrades, or intelligent evolution of system functionality to address client needs. Additionally, locally-installed software requires a sizable upfront investment in hardware and software plus the staff to manage and maintain these systems. With the traditional software model, the client is still responsible for all of the back-office work from managing claims to handling time-consuming clinical paperwork.

In contrast, we believe a cloud-based network is better positioned to solve a greater set of problems because it can quickly be updated and delivered to all clients – as a single, shared instance of a network-enabled platform – without expensive installations or upgrades. Our network-enabled platform also allows clients to receive the benefits and learnings of every other practice on the network. Integrating our back-office services, as well as many other services, with our cloud-based network is the crux of our services model. Our cloud-based network is designed to deliver the right knowledge to the right person at the right time, while our back-office services execute work, at scale, that would otherwise fall upon the practice. By allowing athenahealth to address these problems, healthcare providers can focus on delivering the highest quality of care and free their staff to spend time on higher-value tasks.

Our Strategy

We are committed to building the most connected network in healthcare and to driving meaningful, measurable results for everyone on our network. The connectivity and system infrastructure we provide would normally be unattainable for small independent practices, which make up a large portion of the healthcare provider market. However, because we automate processes and scale work across our entire provider network, we can efficiently deliver our services to medical practices of every size as well as small health systems. By giving small practices much of the same technical and service infrastructure available to large clients, we provide significant benefits not only to those practices, but also to their clinical exchange and trading partners with whom they share vital information. As practices continue to be acquired or divested by other entities, this strategic flexibility enhances our ability to compete, regardless of whether a practice is independent or owned by a large enterprise. In addition, we price our services as a percentage of collections, a strategy that incentivizes us to improve performance and reduce costs through more efficient operations.

Key elements of our strategic priorities include:


•	Fully leverage the power of our network. Our ability to leverage the power of our network, which includes nearly 88,000 providers and nearly 86 million patients, is one of our greatest differentiators. Through our network, we have the ability to connect providers to other providers, to payers, and to patients.


•	Continue our expansion across the continuum of care. Our vision is to build a unified clinical experience that allows providers to cross environments (e.g., inpatient, outpatient, point-of-care mobile applications and population health management) without having to log in to different systems. We aim to present a single clinical and financial record,

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integrating information for the user from any system on which information resides. Since entering the hospital space in early 2015, we have made rapid progress in expanding our network-based services to meet the needs of this market. We continue to expand our service offerings organically, and through acquisitions and strategic partnerships, including through integration with our More Disruption Please, or MDP, partners’ solutions, to provide solutions for new modalities across care settings.

•

Equip providers to win at alternative reimbursement. We continue to orient our services to enable clients to participate in pay-for-reporting, pay-for-performance, shared savings, and other bonus payment programs, and we proactively coach our clients to enable their success in these programs. We also establish new engagement points to connect with patients, as we believe this stakeholder group continues to be an increasingly important part of such payment programs.

•

Configure our organization to enable greater scaling efficiencies. We continuously refine our organizational structure to align with the objectives of achieving greater efficiency and effectiveness in execution. We are consistently seeking to find new ways to further streamline our business, including the ways in which we run product demonstrations, manage client onboarding, and surface meaningful analysis in our clients' work flows, in an effort to create a better experience for our clients and reduce costs.

Our Network-Enabled Services

By combining three distinct but interconnected components – network, knowledge, and work – we empower our clients to achieve and sustain financial health while staying focused on quality patient care. We deliver the majority of our service offerings through a single instance of cloud-based software, which we refer to as athenaNet. We believe that including our clients on the same instance of software creates a network effect that enables each client to benefit from the collective experience of other clients. As our network grows, we believe these benefits also expand and accrue to the benefit of all of our clients on the network. athenaNet acts as a conduit for the exchange of information among clients, payers, trading partners, and our own experienced team. It enables us to learn continuously, innovate with agility, and deliver near-instant updates that we believe rapidly improve performance. In addition, our clients benefit from back-office administrative work that we perform on their behalf. This work ranges from receiving, scanning, and delivering faxes to tracking claims with payers and managing denials. We automate this work whenever possible; when automation is not an option, we perform the work at massive scale with our internal team. The knowledge we gain from doing work for our clients and discovering ways to improve their performance is culled, curated, and captured within athenaNet through mechanisms that include a patented billing rules engine and clinical quality management engine. Using this knowledge, we also proactively coach our clients on best practices to help improve their performance. As we work with clients, payers, and other industry trading partners, more knowledge is infused into each service, which we believe makes athenaNet “smarter” and more powerful for our clients. This unique combination of network, knowledge, and work is fundamental to our service model and value proposition to clients.

We have developed a number of network-enabled services to support healthcare providers across the continuum of care. We offer various combinations of our services to our clients, including athenaOne and athenaOne for Hospitals and Health Systems, depending on whether they are medical groups and practices or hospitals and larger health systems. As of December 31, 2016, our suite of network-enabled services are shown in the following table and also described below:



	For practices & medical groups	For hospitals & health systems
athenaCollector® Medical billing and practice management	athenaOne	athenaOne for Hospitals & Health Systems
athenaClinicals® Electronic health records (EHR)
athenaCommunicator® Patient engagement
athenaCoordinator® Order transmission and care coordination
Population Health Population health management	√	√
Epocrates® Clinical decision support	√	√

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Medical Billing and Practice Management

athenaCollector is our network-enabled billing and practice management solution that eliminates or reduces many time-consuming activities that typically burden our clients and their staff, allowing them to focus more on patient care and other business priorities. athenaCollector includes our intuitive, web-based practice management solution that helps clients improve practice management by simplifying workflows related to patient registration, scheduling, check-in, charge entry, referral management, checkout, follow-up, collections, accounting, and reporting. In addition, athenaCollector includes our patented billing rules engine, which represents the industry’s largest database of payer-specific reimbursement requirements. It delivers in-depth insight and knowledge to our clients that helps them get paid by health insurers. With athenaCollector, we also perform back-office services in partnership with our clients at all key steps of the billing process, including: generating and submitting electronic and paper claims, confirming receipt of claims and resubmitting lost claims, posting remittance advice received from payers, following up on unpaid and denied claims, updating our rules engine to help prevent denial recurrences, and reviewing key performance metrics.

Electronic Health Records

athenaClinicals, our network-enabled electronic health record, or EHR, service, organizes the moment of care to help providers maximize their clinical productivity and maintain focus on their patients. athenaClinicals combines a web-based EHR with a clinical cycle management solution and a back-office document management service to help manage patient’s clinical documentation. The web-based EHR application included in athenaClinicals addresses the core clinical workflows of a practice including: clinical chart, encounter documentation, order entry, results viewing, patient call tracking, clinical reminder tracking, and workflow task management. athenaClinicals includes a global library of content that is available for all clients and provides a starting point for certain specialty-specific content. In keeping with our service model of network, knowledge, and work, athenaClinicals also acts as a virtual clinical back office for our clients. Our document services team takes on burdensome administrative work on behalf of our clients by processing incoming documents and routing them to the practice’s staff for review via document routing rules defined by the client.

Patient Engagement

athenaCommunicator is our network-enabled patient engagement and communication solution that provides an on-demand, automated, communication service between patients and provider practices for interactions outside the exam room. athenaCommunicator uses phone, e-mail, a patient portal, and our own team of operators to help improve financial and operational performance for our clients. athenaCommunicator enables clients to build a highly flexible set of communication rules with their patients. Our automated messaging platform delivers phone calls, text messages, and e-mails to patients, including appointment reminders, past due balance alerts, disease management initiatives, secure test results, and other compliance-driven campaigns. Our patient portal enables patients to express communication preferences, view lab results, review appointment information, exchange secure messages with providers, update personal information, and pay bills. Additionally, we print and mail paper statements to patients on behalf of our clients to assist with patient payment collection. Collectively, these activities expand the availability of the medical practice to patients and help alleviate the burden of administrative communications, freeing staff to focus on higher-value and more critical tasks. In addition, by tracking patients' responses, we are able to optimize the effectiveness of these communications.

Order Transmission and Care Coordination

athenaCoordinator is our network-enabled order transmission and care coordination service. athenaCoordinator is focused on increasing efficiency for healthcare providers utilizing multiple information technology systems and helps to provide efficient care for patients. athenaCoordinator is founded on three core value drivers: more convenient access to patient data for referring providers, greater visibility into a patient’s full care picture and ordering choices, and less work in managing the movement of patients and their data through the referral chain. This value is delivered through six core network service elements: order management and referral management, scheduling, registration, messaging, charts, and third-party integration. athenaCoordinator is not offered as a stand-alone solution but instead must be utilized with athenaCollector, athenaClinicals and athenaCommunicator.

Population Health Management

athenahealth Population Health is our population health solution that combines services with software and analytics. This comprehensive, cloud-based population health service identifies patients in need of care and analyzes the clinical and financial results of that care to drive improvements in outcomes and costs. After clients transfer data from payers, finance systems,

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laboratories, clinical repositories, and/or EHRs, athenahealth Population Health processes and integrates that data and provides a platform through which clients can gain insight into and manage the health of their patient population. The population health management functionality of athenahealth Population Health consists of data integration for payer feeds and EHRs, a virtual desktop, and a web portal to gain insight into and take action on that data.

Clinical Decision Support

In addition to providing native decision support functionality into our suite of service offerings, athenahealth also offers other stand-alone applications to providers at the point of care. These services, provided through our Epocrates brand, center around a variety of clinical information and decision support offerings available through healthcare providers’ mobile devices. Epocrates services include: drug and disease information, medical calculator and tools, clinical guidelines, clinical messaging, and market research. The majority of healthcare professionals using our clinical information services access the free versions of our applications; premium subscriptions for some of these services are also available, and some services are sponsored by clients in the healthcare industry (e.g., pharmaceutical companies, managed care companies, and market research firms) that seek opportunities to engage with our network of members. The Epocrates network of members consists of over one million healthcare professionals, including approximately 50% of U.S. physicians. We believe the features available through our Epocrates and other point-of-care mobile applications allow healthcare professionals to leverage technology and clinical content to help inform prescribing decisions, improve workflow, and enhance patient safety.

Additional Services

In addition to the services described above, we also offer the following services to certain clients:


•	athenahealth Health Plan Data Exchange facilitates efficiencies in the exchange of data between providers and health plans for the healthcare operations of clients that also utilize athenaClinicals and athenaCollector.


•	athenaOne Analytics is comprised of an analytics and dashboard application and provides visibility into the financial and operational health of an organization. This add-on service helps athenaCollector clients: (i) create alignment around organizational performance goals, (ii) monitor and track progress against internal targets and industry benchmarks; and (iii) monitor coding and compliance.


•	Authorization Management includes both pre-certification processing and referral processing services. We review orders and referrals to determine whether a pre-certification or referral from a primary care physician, or PCP, is required under a patient’s health plan and then compile the necessary clinical documentation to attain such pre-certifications or PCP referral.

Research and Development

Our research and development efforts focus on enhancing and expanding our service offerings in response to changes in the market and to better serve medical groups and health systems. All of our clients that utilize athenaNet services use the same version of athenaNet, with some rules designed to take effect locally for particular clients. We continually update our software and rules, and execute periodic releases of new software functionality for our clients. Our software development life cycle methodology is designed to ensure that each software release is properly designed, built, tested, and released. Our research and development teams are located in the United States and India. We complement our internal efforts with services from third-party technology providers. In addition to our core software development activities, we dedicate full-time staff to the ongoing development and maintenance of our rules database for the athenaCollector services. We also employ program management and product management personnel, who work continually on improvements to our research and development processes and our service design, respectively. In 2016, we incurred $134.5 million in research and development expenses, compared to $111.0 million in 2015 and $82.7 million in 2014.

Sales and Marketing

We have developed sales and marketing capabilities aimed at expanding our network of clients, including healthcare providers, medical groups, and health systems. We expect to expand our network by selling our complete suite of services to new clients and cross-selling additional services into our existing client base. We have a direct sales force, which we augment through our channel partners and marketing initiatives.

Direct Sales

As of December 31, 2016, we had a total of 210 quota-carrying sales representatives focused on sales of our athenahealth-branded services, up 25% from December 31, 2015. During 2016, our athenahealth-branded services sales force was divided

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into four groups: enterprise, which is dedicated to serving the largest managed care organizations, as well as those with high growth potential; group, which is dedicated to medical practices with seven to 150 physicians; small group, which is dedicated to medical practices with one to six physicians; and hospital, which is dedicated to hospitals and hospital-owned clinics and medical groups with 50 beds or less. In 2017, we reorganized our sales force into two segments for sales of athenahealth-branded services to better address our clients' needs and our markets: the enterprise team, which will be dedicated to serving community hospitals, regional and national health systems, payers, and integrated healthcare enterprises; and the independent medical group team, which will be dedicated to independent medical practices of all sizes. We also have a pharmaceutical sales teams dedicated to sales of our Epocrates-branded services for pharmaceutical and other institutional clients. Our sales force is supported by personnel in our marketing organization, who provide specialized support for promotional and selling efforts. Due to our ongoing service relationship with clients we conduct a consultative sales process for most of our offerings, which generally includes understanding the needs of prospective clients, developing service proposals, and negotiating contracts to enable the commencement of services.

Channel Partners

In addition to our direct sales force, we maintain business relationships with third parties that promote or support our sales or services within specific industries or geographic regions. We refer to these third parties as “channels” and the individuals and organizations involved as our “channel partners.” In most cases, these relationships are agreements that compensate channel partners for their services. These channel partners typically do not make direct sales. Other channel relationships permit third parties to act as independent marketing representatives, purchasing agents (as in the case of group purchasing organizations), or in other joint marketing capacities. In some instances, the channel relationship involves endorsement or promotion of our services by these third parties.

Marketing and Awareness Initiatives

Our marketing and sales objectives are designed to increase awareness of our company, establish the benefits of our service model, and build credibility with prospective clients so they accept our company as a trustworthy long-term service provider. To execute on this strategy, we have designed and implemented specific activities and programs aimed at converting leads to new clients. In addition, we use the Epocrates member network as a lead-generation platform for selling our athenahealth-branded services.

Our marketing and awareness initiatives are generally targeted toward specific segments of the healthcare market. These marketing programs may include:


•	television, print, and digital advertising;


•	sponsored pay-per-click search advertising and other internet-focused awareness-building efforts (such as social media, online videos, webinars, targeted messages to users through our services, and destination websites covering compliance and other issues of interest to medical practices);


•	public relations activities aimed at generating media coverage;


•	thought leadership through blog posts, opinion pieces, and speaking engagements;


•	participation in industry-focused trade shows;


•	targeted mail, e-mail, and phone calls to health systems and medical groups;


•	informational meetings (such as strategic retreats with targeted potential clients); and


•	dinner seminars.

Competition

We have experienced, and expect to continue to experience, intense competition in the marketplace. Our primary competitors use locally-installed software to manage the various clinical and financial workflow needs within the medical group or health system. Other nationwide competitors offer services they refer to as “on-demand” or “software-as-a-service” models, under which software is centrally hosted and services are provided from central locations. Companies that sell practice management, EHR, care coordination software and services, population health management services, and/or clinical health management tools include: AdvancedMD, Inc.; Allscripts Healthcare Solutions, Inc.; CareCloud Corporation; Cerner Corporation; eClinicalWorks, LLC; Epic Systems Corporation; Greenway Health, LLC; McKesson Corp.; Optum, Inc.; Practice Fusion, Inc.; Quality Systems, Inc. and its subsidiary NextGen Healthcare Information Systems, LLC; SCI Solutions, Inc.; Medscape; and UpToDate, Inc.

The principal competitive factors in our industry include:


•	ability to quickly adapt to the increasing complexity of the healthcare reimbursement system;

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•	size and scope of payer rules knowledge;


•	ability to introduce only relevant rules into the workflow at the point of care;


•	ease of use and rates of user adoption;


•	ability to reduce work on behalf of clients;


•	ability to generate a provable return on investment;


•	product functionality and scope of services;


•	scope of network connections to support electronic data interactions;


•	performance, security, scalability, and reliability of service;


•	sales and marketing capabilities of the vendor; and


•	financial stability of the vendor.

We believe that we compete favorably with our competitors on the basis of these factors. However, some of our competitors have significantly greater financial, technological, and other resources and name recognition, as well as more established distribution networks and relationships with healthcare providers. As a result, these companies may be able to invest more resources than we can in research and development, strategic acquisitions, sales and marketing, and patent prosecution and litigation.

Government Regulation

Although we generally do not contract with U.S. state or local government entities, the healthcare industry in which we operate is highly regulated and is subject to changing political, legislative, regulatory, and other influences. As a result, the services we provide are subject to a complex array of healthcare laws and regulations, including, among others, the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations that have been issued under it, which we refer to as HIPAA, the Health Information Technology for Economic and Clinical Health Act, which we refer to as the HITECH Act, regulations issued by the Centers for Medicare and Medicaid Services, or CMS, of the Department of Health and Human Services, or HHS, and a number of fraud and abuse laws, including the federal Anti-Kickback Statute and the Ethics in Patient Referrals Act. Our subsidiaries in India are subject to additional regulations by the Government of India, as well as its regional subdivisions. These and other regulations to which we are subject are more fully described in “Risk Factors – RISKS RELATED TO REGULATION” in Item 1A of Part I of this Annual Report on Form 10-K.

Intellectual Property

We rely on a combination of intellectual property laws, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology, databases, and our brand. We have filed U.S. and international patent applications covering certain of our proprietary technology. As of December 31, 2016, we held 15 U.S. patents and three foreign patents, with a number of U.S. patent applications pending. Our issued U.S. patents are expected to expire between 2020 and 2032. We also rely on a combination of registered and unregistered trademarks and service marks to protect our brand. We will continue to file and prosecute applications for patents and trademarks when and where appropriate to protect our rights in proprietary technologies and our brand.

We have a policy of requiring employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

Seasonality

There is moderate seasonality in the activity level of health systems and medical groups and our clients in the pharmaceutical industry. Typically, discretionary use of healthcare provider services declines in the late summer and during the holiday season, which leads to a decline in collections by our healthcare provider clients about 30 to 50 days later. Our pharmaceutical clients’ budgeting process impacts the timing of revenue related to sales of sponsored clinical information and decision support services, which has historically been highest in the fourth quarter. In addition, as further explained in “Risk Factors” in Item 1A of Part I of this Annual Report on Form 10-K, our revenues and operating results may fluctuate from quarter to quarter depending on a host of factors including, but not limited to, the severity, length, and timing of seasonal and pandemic illnesses.

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Employees

As of December 31, 2016, we had approximately 5,305 full-time employees, with approximately 2,799 in service operations, 769 in sales and marketing, 1,283 in research and development, and 454 in general and administrative functions. Of these full-time employees, approximately 4,505 were located in the U.S. and 800 were located in India. We believe that we have good relationships with our employees. None of our employees are subject to collective bargaining agreements or are represented by a union.

Financial Information

The financial information required under this Item 1 is incorporated herein by reference to Item 8 of this Annual Report on Form 10-K.

Where You Can Find More Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, proxy and information statements, and amendments to those reports filed or furnished pursuant to Section 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, are available through the “Investors” portion of our website (www.athenahealth.com) free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or SEC. Information on our website is not part of this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated herein by reference. The public may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, our filings with the SEC may be accessed through the SEC’s Interactive Data Electronic Applications, or IDEA, system at www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.



Item 1A.	Risk Factors.

Our operating results and financial condition have varied in the past and may vary significantly in the future depending on a number of factors. Except for the historical information in this report, the matters contained in this report include forward-looking statements that involve risks and uncertainties. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this report and presented elsewhere by management from time to time. Such factors, among others, may have a material adverse effect upon our business, results of operations, and financial condition.

RISKS RELATED TO OUR BUSINESS — GENERAL

We operate in a highly competitive industry, and if we are not able to compete effectively, our business and operating results will be harmed.

The provision by third parties of medical billing and practice management services to medical practices has historically been dominated by small service providers who offer highly individualized services and a high degree of specialized knowledge applicable in many cases to a limited medical specialty, a limited set of payers, or a limited geographical area. We anticipate that the software, statistical, and database tools that are available to such service providers will continue to become more sophisticated and effective and that demand for our services could be adversely affected.

Electronic health records, or EHR, and practice management software for health systems and medical groups has historically been dominated by large, well-financed, and technologically sophisticated entities that have focused on software solutions. Some of these entities are now offering “hosted” services or “software-as-a-service” models under which software is centrally administered, and these vendors may also provide administrative and billing services. The size, financial strength, and breadth of offerings of the larger entities are increasing as a result of continued consolidation in both the information technology and healthcare industries. We expect large integrated technology companies to continue to become more active in our markets, both through acquisition and internal investment. As costs fall and technology improves, increased market saturation may change the competitive landscape in favor of competitors with greater scale than we possess. In addition, a few smaller companies have started providing single-instance, internet-based software using a model similar to ours; the offerings of these smaller companies may reduce the perceived competitive advantage of our services and impact our market share. Further, while the market for patient engagement, population health and care coordination services is growing and is not as yet dominated by a small group of vendors with significant resources, our patient engagement, population health, and care coordination services face competition from a wide variety of market participants. For example, certain health systems have

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developed their own patient portals, population health, and care coordination systems. If we fail to distinguish our patient engagement, population health, and care coordination offerings from the other options available to healthcare providers, the demand for and market share of those offerings may decrease.

In regard to our Epocrates-branded services, we compete with other companies for users of the types of drug and clinical reference tools that we offer and for budget dollars from our pharmaceutical, managed care, and market research clients. We compete within a broad industry of healthcare content providers for the attention of healthcare professionals who can choose to use mobile, online, or print media to reference clinical information. Companies providing clinical content include Medscape, a division of WebMD, LLC, and UpToDate, Inc., a division of Wolters Kluwer Health. Competition from each of these sources of clinical reference content may lead to a loss of our existing network members and a reduction in the rate at which we attract new members for our clinical information. Our primary competition for the promotional spend available from our pharmaceutical clients in the area of interactive services is from companies, including WebMD, that help such companies market their products, programs, and services to healthcare professionals. Our market research business competes with numerous companies that recruit physicians to participate in surveys in a variety of formats, as well as the recruitment arms of market research companies that have assembled their own survey panels of healthcare professionals. To the extent competing channels are available to access healthcare professionals, including physicians, the value of our interactive services to our clients is reduced.

Some of our current large competitors, such as Allscripts Healthcare Solutions, Inc.; Cerner Corporation; Epic Systems Corporation; McKesson Corp.; and Quality Systems, Inc. and its subsidiary NextGen Healthcare Information Systems, LLC, have greater name recognition, longer operating histories, and significantly greater resources than we do. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or client requirements. We expect to face new competitors as we continue to develop and offer services for the inpatient market. In addition, current and potential competitors have established, and may in the future establish, cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their products to the marketplace. Current or future competitors may consolidate to improve the breadth of their products, directly competing with our integrated offerings. Accordingly, new competitors or alliances may emerge that have greater market share, larger client bases, more widely adopted proprietary technologies, broader offerings, greater marketing expertise, greater financial resources, and larger sales forces than we have, which could put us at a competitive disadvantage. Further, in light of these advantages, even if our services are more effective than the product or service offerings of our competitors, current or potential clients might select competitive products and services in lieu of purchasing our services. Increased competition is likely to result in pricing pressures, which could negatively impact our sales, profitability, or market share. We face competition from new niche vendors, who offer stand-alone products and services, and from existing enterprise vendors, including those currently focused on software solutions, which have information systems in place with clients in our target markets. These existing enterprise vendors may now, or in the future, offer or promise products or services with less functionality than our services, but offer ease of integration with existing systems and that leverage existing vendor relationships.

The market for cloud-based services for healthcare information technology may not develop substantially further or develop more slowly than we expect, harming the growth of our business.

The market for cloud-based services for healthcare information technology remains narrowly based, and it is uncertain whether these services will achieve and sustain the high levels of demand and market acceptance we anticipate. Our success will depend to a substantial extent on the willingness of enterprises, large and small, to increase their use of cloud-based services in general, and for their revenue, clinical, and patient cycles in particular. Many enterprises have invested substantial personnel and financial resources to integrate established enterprise software into their businesses and therefore may be reluctant or unwilling to switch to a cloud-based service. Furthermore, some enterprises may be reluctant or unwilling to use cloud-based services, because they have concerns regarding the risks associated with the security and reliability, among other things, of the technology delivery model associated with these services. If enterprises do not perceive the benefits of our services, then the market for these services may not expand as much or develop as quickly as we expect, either of which would significantly adversely affect our business, financial condition, or operating results.

Changes in the healthcare industry could affect the demand for our services, cause our existing contracts to terminate, and negatively impact the process of negotiating future contracts.

As the healthcare industry evolves, changes in our member, client, and vendor bases may reduce the demand for our services, result in the termination of existing contracts, and make it more difficult to negotiate new contracts on terms that are acceptable to us. For example, the current trend toward consolidation of healthcare providers within hospital systems may cause our existing client contracts to terminate as independent practices are merged into hospital systems. Such larger healthcare organizations may also have their own practice management services and health IT systems, reducing demand for our services. Similarly, client and vendor consolidation results in fewer, larger entities with increased bargaining power and the ability to

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demand terms that are unfavorable to us. If these trends continue, we cannot assure you that we will be able to continue to maintain or expand our client base, negotiate contracts with acceptable terms, or maintain our current pricing structure, and our revenues may decrease.

General reductions in expenditures by healthcare companies, or reductions in such expenditures within market segments that we serve, could have similar impacts with regard to our interactive services. Such reductions may result from, among other things, reduced governmental funding for healthcare; a decrease in the number of, or the market exclusivity available to, new drugs coming to market; government regulation or private initiatives that affect the manner in which healthcare providers interact with patients, pharmaceutical companies, payers, or other healthcare industry participants (e.g., limitations on advertising to physicians or required disclosure of payments made to them); or adverse changes in business or economic conditions affecting healthcare payers or providers, the pharmaceutical industry, or other healthcare companies that subscribe for our interactive services (e.g., changes in the design of health plans). Any of these changes could reduce the purchase of our services by such interactive services clients, reducing our revenue and possibly requiring us to materially revise our offerings. In addition, our interactive services clients’ expectations regarding pending or potential industry developments may also affect their budgeting processes and spending plans with respect to services of the types we provide.

If we do not continue to innovate and provide services that are useful to clients and users, we may not remain competitive, and our revenues and operating results could suffer.

The market for healthcare in the U.S. is in the early stages of structural change and is rapidly evolving toward a more value-base care model. Our success depends on our ability to keep pace with technological developments, satisfy increasingly sophisticated client and user requirements, and sustain market acceptance. Our future financial performance will depend in part on growth in this market and on our ability to adapt to emerging demands of this market. Our competitors are constantly developing products and services that may become more efficient or appealing to our clients or users. As a result, we must continue to invest significant resources in research and development in order to enhance our existing services and introduce new high-quality services that clients and users will want, while offering these services at competitive prices. If we are unable to predict user preferences or industry changes, or if we are unable to modify our services on a timely or cost-effective basis, we may lose clients and users. Our operating results would also suffer if our innovations are not responsive to the needs of our clients and users, are not appropriately timed with market opportunity, or are not effectively brought to market. As technology continues to develop, our competitors may be able to offer results that are, or that are perceived to be, substantially similar to or better than those generated by our services. This may force us to compete on additional service attributes and to expend significant resources in order to remain competitive.

Failure to manage our growth effectively could increase our expenses, decrease our revenue, and prevent us from implementing our business strategy.

We have been experiencing a period of strong growth. We believe that increasing awareness of our brand in a cost-effective manner is critical to achieving widespread adoption of our services. Promotional activities may not generate an increase in awareness or revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building awareness. Besides awareness, we must continue to maintain, and may need to enhance, our information technology infrastructure and financial and accounting systems and controls, as well as manage expanded operations in geographically distributed locations. We also must attract, train, and retain a significant number of qualified sales and marketing personnel, professional services personnel, software engineers, technical personnel, service offering personnel, and management personnel. Failure to manage our growth effectively could lead us to over-invest or under-invest in technology and operations; result in weaknesses in our infrastructure, systems, or controls; give rise to operational mistakes, losses, or loss of productivity or business opportunities; reduce client or user satisfaction; limit our ability to respond to competitive pressures; and result in loss of employees and reduced productivity of remaining employees. Our growth could require significant capital expenditures and may divert financial resources and management attention from other projects, such as the development of new or enhanced services or the acquisition of suitable businesses or technologies. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our revenue could decline or may grow more slowly than expected, and we may be unable to implement our business strategy.

If we are unable to retain existing members of our Epocrates network and attract new members, especially physician members with desired characteristics for our interactive services who actively participate in those services, our revenue will decline, some of our business will suffer.

Members of our Epocrates network who subscribe to our premium drug and clinical reference products usually do so for a term of one year and may elect to cancel the subscription for any renewal terms. Under certain circumstances, our members may cancel their subscriptions prior to expiration. Factors that may affect the retention rate of our existing members and the rate at which we attract new members for our drug and clinical reference tools include:

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Service Relevance. Unless we are able to provide current, relevant, and reliable healthcare content, drug and clinical reference tools, formulary hosting, and other services that meet and continue to meet the needs of healthcare professionals, including physicians, the value of those services to new and existing members will decrease. Our provision of such services depends on our ability to hire and retain qualified physician and pharmacist editors and authors, license accurate and relevant content from third parties, contract with health plans and insurers to host formulary information, monitor and respond to changes in member interest in specific topics, and develop new or enhanced services. If we cannot meet our staffing needs or develop or acquire needed content at a reasonable cost, if there are errors or omissions in such content, if our competitors obtain exclusive access to or develop content that healthcare professionals consider superior to ours, or if we cannot meet the needs of our members, the value of our content and services would diminish.

•

Brand Reputation. The reputation of our Epocrates brand is dependent in large part on the medical community’s continued perception of us as independent from our healthcare industry clients, particularly pharmaceutical companies. If healthcare professionals believe that we are too closely associated with such clients as a result of the revenue we receive from their purchase or sponsorship of our interactive services, the credibility of our brand will diminish. We cannot assure you that the medical community will view our content as sufficiently unbiased. If the reputation of our brand is damaged, it will be difficult, expensive and time-consuming to restore the quality of our brand with healthcare professionals and our business could suffer.

•

Competitive Landscape. If the developers of mobile operating systems and mobile devices with which our products and services are compatible fail to remain competitive in the marketplace and to be adopted into medical practice and practice workflow, members will be less inclined to use our services. The availability, price, performance, and functionality of competing products and services, including mobile, web-based, and traditional products and services offered by competitors or through online resources and searches may affect our retention rate and the rate at which we attract new members for our drug and clinical reference tools. The availability of download sites such as the Apple App Store^SM that offer numerous free or low-priced competing products at one location has also reduced the demand for our paid subscription products. We expect the use of such sites to expand, reducing the number of paying members for our drug and clinical reference tools as a percentage of total members.

In addition to the loss of subscription revenue, our inability to attract or retain members, especially physician members with desired characteristics, such as specialty and prescribing habits, who update their mobile devices through our servers with sufficient frequency, may cause an even more significant decline in revenue from our interactive services. Our market research, payer, and pharmaceutical clients are attracted to our large, engaged member network for the delivery of their clinical messages, formularies, and other sponsored content, and, without sufficient active members who meet desired criteria, those clients may reduce their subscription for our interactive services, and our revenue may decline.

Even if the number of our members is not materially reduced, their participation in our services may decrease, which could impact our revenues. We have established limits on the number and the mix of sponsored and non-sponsored messages delivered to members in order to promote the quality of members’ experience with our services. If an insufficient number of members update during a given service period, or the demand for promotional clinical messaging sponsorship exceeds the available supply, our healthcare clients could become dissatisfied with our service. As a result, we may be unable to grow our interactive services revenue beyond the bounds we have set, as changes to such limits could cause our members to be dissatisfied with our services and the response to our interactive services to decrease. Furthermore, if our members generally become less responsive to participating in our services, the value of these interactive services will likely decline. This could cause our revenue to remain flat or to decline.

Finally, if there is a reduction in the number of network members or their participation in our services, certain anticipated benefits of our acquisition of Epocrates, such as increased name recognition and reputation, cross-sell potential, and the market acceptance of joint services may not be fully realized, if at all.

We may be unable to adequately protect, and we may incur significant costs in enforcing, our intellectual property and other proprietary rights.

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights. We rely upon a combination of copyright, patent, trademark, trade secret, and unfair competition laws, as well as access and use restrictions and other contractual provisions, to protect these rights.

Our attempts to protect our intellectual property through copyright, patent, and trademark registration may be challenged by others or invalidated through administrative process or litigation. We have 15 issued U.S. patents, three issued foreign patents, and a number of U.S. patent applications pending as of December 31, 2016. The scope of our issued patents may be

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insufficient to prevent competitors from providing products and services similar to ours, our patents may be successfully challenged, and we may not be able to obtain additional meaningful patent protection in the future.

Our agreements with clients and users and with certain vendors and strategic partners limit their use of, and retain our rights in, our intellectual property and proprietary information and grant us ownership of intellectual property created in the performance of those agreements to the extent that it relates to the provision of our services. In addition, we require certain of our employees and consultants to enter into confidentiality and assignment of inventions agreements and certain of our vendors and strategic partners to agree to contract provisions regarding confidentiality and non-competition. However, these agreements may be breached, and we may not have adequate remedies for any such breach. Further, no assurance can be given that these agreements will be effective in preventing the unauthorized access to, or use of, our proprietary information or the reverse engineering of our technology. In any event, these agreements do not prevent our competitors from independently developing technology or authoring clinical information that is substantially equivalent or superior to our technology or the information we distribute. Agreement terms that address non-competition are difficult to enforce in many jurisdictions and may not be enforceable in any particular case.

In addition, our platforms incorporate “open source” software components that are licensed to us under various public domain licenses. Open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses. Therefore, the potential impact of such terms on our business is somewhat unknown. For example, some open source licenses require that those using the associated code disclose modifications made to that code and that such modifications be licensed to third parties at no cost. There can be no assurance that efforts we take to monitor the use of open source software to avoid uses in a manner that would require us to disclose or grant licenses under our proprietary source code will be successful, and such use could inadvertently occur.

To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties might gain access to our proprietary information, develop and market products or services similar to ours, or use trademarks similar to ours, each of which could materially harm our business. Existing U.S. federal and state intellectual property laws offer only limited protection. Moreover, the laws of other countries in which we now or may in the future conduct operations or contract for services may afford little or no effective protection of our intellectual property. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results, or financial condition.

We may be sued by third parties for alleged infringement of their proprietary rights.

The software and internet industries are characterized by the existence of a large number of patents, trademarks, and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, our business involves the systematic gathering and analysis of data about the requirements and behaviors of payers and other third parties, some or all of which may be claimed to be confidential or proprietary. We have received in the past, and may receive in the future, communications from third parties claiming that we have infringed on the intellectual property rights of others. Our technologies may not be able to withstand such third-party claims of rights against their use, and we could lose the right to use technologies that are the subject of such claims. Any intellectual property claims, with or without merit, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, and require us to pay monetary damages or enter into royalty or licensing agreements. In addition, many of our contracts contain warranties with respect to intellectual property rights, and some require us to indemnify our clients, partners, and third-party service providers for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claim. Indemnification obligations of our partners and third-party service providers may not be effective or adequate to protect us or the indemnifying party may be unable to uphold its contractual obligations.

Moreover, any settlement or adverse judgment resulting from such a claim could require us to pay substantial amounts of money or obtain a license to continue to use the technology or information that is the subject of the claim, or otherwise restrict or prohibit our use of the technology or information. There can be no assurance that we would be able to obtain a license on commercially reasonable terms, if at all, from third parties asserting an infringement claim; that we would be able to develop alternative technology on a timely basis, if at all; that we would be able to obtain a license to use a suitable alternative technology or information to permit us to continue offering, and our clients to continue using, our affected services; or that we would not need to change our product and design plans, which could require us to redesign affected products or services or delay new offerings. Accordingly, an adverse determination could prevent us from offering our services to others.

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Current and future litigation against us could be costly and time-consuming to defend and could result in additional liabilities.

We may from time to time be subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes and employment claims made by our current or former employees. Claims may also be asserted by or on behalf of a variety of other parties, including government agencies, patients of our clients, or stockholders. For example, in May 2013 we purchased the property on which our corporate headquarters are located. This property is a former Superfund site, and our ownership of it, or any of our other properties, could expose us to liability under applicable environmental laws, as well as to liability as a landlord or as owner of property that may be used by members of the public. Any litigation involving us may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, overall financial condition, and operating results. Insurance may not cover existing or future claims, be sufficient to fully compensate us for one or more of such claims, or continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our operating results and resulting in a reduction in the trading price of our stock.

RISKS RELATED TO OUR BUSINESS — OPERATIONS

We depend upon third-party service providers for important functions of our services. If these third-party service providers do not fulfill their contractual obligations or choose to discontinue their services, our business and operations could be disrupted and our operating results would be harmed.

We depend upon third-party providers, and in some cases, limited or single-source providers, for important functions of our services. For example, we rely on Access Healthcare Services USA, LLC to provide the majority of our data entry and certain other services, from facilities located in India and the Philippines, to support our client service operations, including, among other things, processing critical claims data and clinical documents, credentialing, and enrollment services. In addition, we rely on our banking partner, U.S. Bank, for depositing client funds that we collect into our clients’ bank accounts. Failure of these service providers to perform satisfactorily could result in client dissatisfaction and harm to our reputation, and could disrupt our business operations, and adversely affect our operating results. Political and economic uncertainties and natural disasters of the international locations where certain of our third-party service providers have facilities and operations also increases our risk. With respect to certain of our service providers, we have significantly less control over the systems and processes involved than if we maintained and operated them ourselves. In some cases, functions necessary to our business are performed on proprietary systems and software to which we have no access. Although we have back-up functionality for some of these services, if we need to find an alternative source for performing these functions, we may have to expend significant money, resources, and time to develop the alternative, and if this development is not accomplished in a timely manner and without significant disruption to our business, we may be unable to fulfill our responsibilities to clients or the expectations of clients, with the attendant potential for liability claims and a loss of business reputation, loss of ability to attract or maintain clients, and reduction of our revenue or operating margin.

Our business could be adversely affected if our clients are not satisfied with our services.

We depend on client satisfaction to succeed, both with respect to our cloud-based software and client support services. Our sales organization is dependent on the quality of our service offerings, our business reputation, and strong recommendations from existing clients. If our cloud-based software does not function reliably or fails to achieve client expectations in terms of performance, clients could assert claims against us or terminate their contracts with us. This could damage our reputation and impair our ability to attract or retain clients. We provide client support services to resolve any issues related to our service offerings. Our client support team may be unable to respond quickly enough to accommodate short-term increases in client demand for support, particularly as we increase the size of our client base. It is difficult to predict client demand for support services and if client demand increases significantly, we may be unable to provide satisfactory support services to our clients. Any failure to maintain high-quality and highly-responsive client support, or a market perception that we do not maintain high-quality and highly-responsive support, could harm our reputation, adversely affect our ability to sell our service offerings to existing and prospective clients, and harm our business, operating results, and financial condition.

Various risks could affect our worldwide operations, exposing us to significant costs.

We conduct operations in the United States, India, and the Philippines, either directly or through our service providers. Such worldwide operations expose us to potential operational disruptions and costs as a result of a wide variety of events, including local inflation or economic downturn, currency exchange fluctuations, political turmoil, terrorism, labor issues, natural disasters, unfavorable intellectual property protection, and pandemics. Any such disruptions or costs could have a negative effect on our ability to provide our services or meet our contractual obligations, the cost of our services, client and user satisfaction, our ability to attract or maintain clients and users, and, ultimately, our profits.

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In the foreign countries where we operate, local laws and customs may differ from those in the U.S. For example, it may be a local custom in certain countries for businesses to engage in practices that are prohibited by our internal policies and procedures or U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act, which we refer to as the FCPA. The FCPA generally prohibits U.S. companies from giving or offering money, gifts, or anything of value to a foreign official to obtain or retain business, and requires businesses to make and keep accurate books and records and a system of internal accounting controls. We cannot guarantee that our employees, contractors, and agents will comply with all of our FCPA compliance policies and procedures. If we or our employees, contractors, or agents fail to comply with the requirements of the FCPA or similar legislation, government authorities in the U.S. and elsewhere could seek to impose civil or criminal fines and penalties which could have a material adverse effect on our business, operating results, and financial condition.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our continued growth.

To continue to execute on our growth plan, we must attract and retain highly qualified personnel. Competition for such personnel is intense, especially for senior sales executives and software engineers with high levels of experience in designing and developing software and internet-related services. We may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, our search for replacements for departed employees may cause uncertainty regarding the future of our business, impact employee hiring and retention, and adversely impact our revenue, operating results, and financial condition.

Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in the internet and high-technology industries, job candidates often consider the value of the equity awards they are to receive in connection with their employment. Volatility in the price of our stock or failure to obtain stockholder approval for increases in the number of shares available for grant under our equity plans may, therefore, adversely affect our ability to attract or retain key employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

If we acquire or invest in companies or technologies, they could prove difficult to integrate, disrupt our business, dilute stockholder value, and adversely affect our operating results and the value of our common stock.

As part of our business strategy, we may acquire, enter into joint ventures with, or make investments in complementary companies, services, and technologies in the future. Acquisitions and investments involve numerous risks, including:


•	difficulties in identifying and acquiring products, technologies, or businesses that will help our business;


•	challenges in integrating operations, technologies, services, and personnel;


•	the loss of key personnel;


•	failure to achieve anticipated operational efficiencies;


•	inconsistencies in standards, controls, procedures, or policies that give rise to additional costs;


•	diversion of financial and managerial resources from existing operations and other potential acquisitions and investments;


•	the risk of entering new markets in which we have little to no experience;


•	risks related to the assumption of known and unknown liabilities;


•	the risk of write-offs and the accelerated amortization of expenses related to purchased intangible assets; and


•	delays in client purchases due to uncertainty and the inability to maintain relationships with clients of the acquired businesses.

As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions or investments, we may incur costs in excess of what we anticipate, and management resources and attention may be diverted from other necessary or valuable activities. For example, in 2015, we acquired Razor Insights, LLC, which we refer to as RazorInsights, a provider of cloud-based billing and EHR software services to rural and community hospitals, and purchased a suite of internally-developed clinical applications and an EHR system, which we refer to as webOMR, from Beth Israel Deaconess Medical Center, to accelerate our entry into the inpatient market. We may not successfully use the webOMR technology to accelerate the development of our service offerings and integrate RazorInsights’ service offerings and realize the expected benefits of these acquisitions. Our acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, additional amortization expenses, or impairment of goodwill and purchased long-lived assets, any of which could harm our financial condition, operating results, or value of our common stock.

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RISKS RELATED TO OUR BUSINESS — FINANCIALS

Our operating results have in the past fluctuated and may continue to fluctuate significantly, and if we fail to meet the expectations of analysts or investors, our stock price and the value of an investment in our common stock could decline substantially.

Our operating results are likely to fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Moreover, our stock price may be based on expectations of our future performance that may be unrealistic or that may not be met. Some of the important factors that could cause our revenues and operating results to fluctuate from quarter to quarter include:


•	the extent to which our services achieve or maintain market acceptance;


•	our ability to introduce new services and enhancements to our existing services on a timely basis;


•	new competitors and the introduction of enhanced products and services from new or existing competitors;


•	the length of our contracting and implementation cycles and our fulfillment periods for our services to pharmaceutical companies;


•	changes in client days in accounts receivable;


•	the severity, length, and timing of seasonal and pandemic illnesses;


•	seasonal declines in the use of physician services, generally in the late summer and during the holiday season, which lead to a decline in collections by our physician clients about 30 to 50 days later;


•	the financial condition of our current and future clients;


•	changes in client budgets and procurement policies;


•	changes in pharmaceutical company demand as a result of delays or changes in product approvals and changes in regulations or marketing strategies;


•	the amount and timing of our investment in research and development activities;


•	the amount and timing of our investment in sales and marketing activities;


•	technical difficulties or interruptions in our services;


•	our ability to hire and retain qualified personnel and maintain an adequate rate of expansion of our sales force;


•	changes in the regulatory environment related to healthcare;


•	regulatory compliance costs;


•	the timing, size, and integration success of potential future acquisitions; and


•	unforeseen legal expenses, including litigation and settlement costs.

Many of these factors are not within our control, and the occurrence of one or more of them might cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenues and operating results may not be meaningful and should not be relied upon as an indication of future performance.

A significant portion of our operating expense is relatively fixed in nature in the short term, and planned expenditures are based in part on expectations regarding future revenue and profitability. Accordingly, unexpected revenue shortfalls, lower-than-expected revenue increases as a result of planned expenditures, and longer-than-expected impact on profitability and margins as a result of planned expenditures may decrease our gross margins and profitability and could cause significant changes in our operating results from quarter to quarter. In addition, our future quarterly operating results may fluctuate and may not meet the expectations of securities analysts or investors. If this occurs, the trading price of our common stock could fall substantially, either suddenly or over time.

If the revenue of our clients decreases, or if our clients cancel or elect not to renew their contracts, our revenue will decrease.

Under most of our client contracts, we base our charges on a percentage of the revenue that the client realizes while using our services. Many factors may lead to decreases in client revenue, including:


•	interruption of client access to our system for any reason;


•	our failure to provide services in a timely or high-quality manner;


•	failure of our clients to adopt or maintain effective business practices;


•	actions by third-party payers of medical claims to reduce reimbursement;


•	government regulations and government or other payer actions or inaction reducing or delaying reimbursement; and

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•	reduction of client revenue resulting from increased competition or other changes in the marketplace for physician services.

The current economic situation may give rise to several of these factors. For example, patients who have lost health insurance coverage due to unemployment or who face increased deductibles imposed by financially struggling employers or insurers could reduce the number of visits those patients make to our clients. Patients without health insurance or with reduced coverage may also default on their payment obligations at a higher rate than patients with coverage. Added financial stress on our clients could lead to their acquisition or bankruptcy, which could cause the termination of some of our service relationships. Further, despite the cost benefits that we believe our services provide, prospective clients may wish to delay contract decisions due to implementation costs or be reluctant to make any material changes in their established business methods in the current economic climate. With a reduction in tax revenue, state and federal government healthcare programs, including reimbursement programs such as Medicaid or initiatives under the Patient Protection and Affordable Care Act, which we refer to as the ACA, may be reduced or eliminated, which could negatively impact the payments that our clients receive.

Also, although we currently estimate our expected client life for clients of athenahealth-branded services to be twelve years, this is only an estimate, and there can be no assurance that our clients will elect to renew their contracts for this period of time. Our clients typically purchase one-year contracts that, in most cases, may be terminated on 90 days’ notice without cause. The majority of our clinical information subscriptions have terms of one year, and our contracts with our market research, payer, and pharmaceutical clients for our interactive services typically range from one to three years. We cannot assure you that members of our Epocrates network and other Epocrates-branded services clients will continue to participate in our existing programs beyond the terms of their existing contracts or that they will enter into any additional contracts for new programs that we offer. If our clients’ revenue decreases for any of the above or other reasons, or if our clients cancel or elect not to renew their contracts, our revenue will decrease.

If we are required to collect sales and use taxes on the services we sell in various jurisdictions, we may be subject to liability for past sales and incur additional related costs and expenses, and our future sales may decrease.

We may lose sales or incur significant expenses should states be successful in imposing state sales and use taxes on our services. A successful assertion by one or more states that we should collect sales or other taxes on the sale of our services could result in substantial tax liabilities for past sales, decrease our ability to compete on pricing with other vendors, and otherwise harm our business. Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that may change over time. We review these rules and regulations periodically and, when we believe that our services are subject to sales and use taxes in a particular state, we voluntarily approach state tax authorities in order to determine how to comply with their rules and regulations. We cannot assure you that we will not be subject to sales and use taxes or related penalties for past sales in states where we believe no compliance is necessary.

Vendors of services, like us, are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our services, we may be liable for past taxes in addition to taxes going forward. Liability for past taxes may also include very substantial interest and penalty charges. Our client contracts provide that our clients must pay all applicable sales and similar taxes. Nevertheless, clients may be reluctant to pay back taxes and may refuse responsibility for interest or penalties associated with those taxes. If we are required to collect and pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will have incurred unplanned expenses that may be substantial. Moreover, imposition of such taxes on our services going forward will effectively increase the cost of such services to our clients and may adversely affect our ability to retain existing clients or to gain new clients in the states in which such taxes are imposed.

We may also become subject to tax audits or similar procedures in states where we already pay sales and use taxes. The incurrence of additional accounting and legal costs and related expenses in connection with, and the assessment of, taxes, interest, and penalties as a result of audits, litigation, or otherwise could be materially adverse to our current and future results of operations and financial condition.

As a result of our variable sales and implementation cycles for our athenahealth services, and the uncertainty as to the timing of the fulfillment of our Epocrates services, we may be unable to recognize revenue to offset expenditures, which could result in fluctuations in our quarterly results of operations or otherwise harm our future operating results.

The sales cycle for our athenahealth services can be variable, typically ranging from three to five months from initial contact to contract execution, although this period can be substantially longer. During the sales cycle, we expend time and resources, and we do not recognize any revenue to offset such expenditures. Our implementation cycle is also variable, typically ranging from three to five months from contract execution to completion of implementation, although some of our new-client set-up projects—especially those for larger clients—are complex and require a lengthy delay and significant

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implementation work. Each client’s situation is different, and unanticipated difficulties and delays may arise as a result of failure by us or by the client to meet our respective implementation responsibilities. During the implementation cycle, we expend substantial time, effort, and financial resources implementing our services, but accounting principles do not allow us to recognize the resulting revenue until the service has been implemented, at which time we begin recognition of implementation revenue over an expected attribution period of the longer of the estimated client life, currently 12 years, or the contract term.

Even if implementation has begun, there can be no assurance that we will recognize revenue on a timely basis or at all from our efforts. Implementation for a given client may be canceled, as our contracts typically provide that they can be terminated for any reason or no reason on 90 days’ notice. In addition, implementation may be delayed, or the target dates for completion may be extended into the future, for a variety of reasons, including the needs and requirements of the client, delays with payer processing, and the volume and complexity of the implementations awaiting our work. If implementation periods are extended, our provision of our athenahealth services upon which we realize most of our revenues will be delayed, and our financial condition may be adversely affected. In addition, cancellation of any implementation after it has begun may involve loss to us of time, effort, and expenses invested in the canceled implementation process and lost opportunity for implementing paying clients in that same period of time.

In regard to our Epocrates-branded services, the time between the date of the signing of the contract with a pharmaceutical client for a program, the actual fulfillment of the services under such contract and the revenue recognition associated with such revenues may be lengthy, especially for larger contracts with multiple deliverables, and may be subject to delays over which we have little or no control, including those that result from that client’s need for internal approvals.

These factors may contribute to fluctuations in our quarterly operating results, particularly during any period in which our sales volume is relatively low. As a result, in future quarters our operating results could fall below the expectations of securities analysts or investors.

Because we recognize revenue from our drug and clinical reference tool subscriptions and certain of our interactive services over the term or at the end of the service period, a significant downturn in our business may not be reflected immediately in our operating results, which may make it more difficult to evaluate our prospects.

We recognize revenue from our Epocrates subscription agreements monthly over the terms of these agreements, which are typically one year. In most cases, we recognize revenue from our interactive services over the terms of these agreements or upon delivery of each service element. As a result, a significant portion of the revenue we report in each quarter is generated from subscription and service agreements entered into during prior periods. Consequently, a decline in new or renewed subscriptions or service agreements in any one quarter may not materially affect our financial performance in that quarter but will negatively affect our revenue in future quarters. In addition, we may be unable to adjust our costs, many of which are fixed, in response to reduced revenue. Accordingly, the effect of significant declines in sales and market acceptance of our services may not be reflected in our short-term results of operations, which would make our reported results less indicative of our future prospects.

RISKS RELATED TO OUR SERVICE OFFERINGS

Our proprietary software or our services may not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business and operating results.

Proprietary software development is time-consuming, expensive, and complex. Unforeseen difficulties can arise. We may encounter technical obstacles, and it is possible that we discover additional problems that prevent our applications from operating properly. If our systems do not function reliably or fail to achieve user or client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us, and members could choose to terminate their use of our services. This could damage our reputation and impair our ability to attract or maintain clients and members.

Information services as complex as those we offer have in the past contained, and may in the future develop or contain, undetected defects or errors. We cannot assure you that material performance problems or defects in our services will not arise in the future. Errors may result from sources beyond our control, including the receipt, entry, or interpretation of patient information; interface of our services with legacy systems that we did not develop; or errors in data provided by third parties. It is challenging for us to test our software for all potential problems because it is difficult to simulate the wide variety of computing environments or treatment methodologies that our clients or members may deploy or rely upon. Therefore, despite testing, defects or errors may arise in our existing or new software or service processes following introduction to the market. For example, changes in payer requirements and practices are frequent and sometimes difficult to determine except through

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trial and error, so we are continuously discovering defects and errors in our software and service processes compared against these requirements and practices.

Because clients rely on our services to collect, manage, and report clinical, business, and administrative data, including information to assist providers in tracking and treating ill patients, and members rely on our services to provide timely and accurate information regarding medical conditions and medicines, they may have a greater sensitivity to service errors and security vulnerabilities than clients of software products in general. Any operational delay in or failure of our technology or service processes may result in the disruption of patient care and could cause harm to patients and thereby give rise to a product liability claim or errors or omissions claim. Such claims could subject us to significant legal defense costs and adverse publicity, regardless of the merits or eventual outcome of those claims. Limitations of liability and disclaimers that purport to limit our liability for damages related to defects in our software or content which we may include in our subscription and services agreements may not be enforced by a court or other tribunal or otherwise effectively protect us from related claims. In most cases, we maintain liability insurance coverage, including coverage for errors and omissions. However, it is possible that claims could exceed the amount of our applicable insurance coverage or that this coverage may not continue to be available on acceptable terms or in sufficient amounts.

In light of this, defects and errors and any failure by us to identify and address them could result in loss of revenue or market share; liability to clients, members, their patients, or others; failure to achieve market acceptance or expansion; diversion of development and management resources; delays in the introduction of new services; injury to our reputation; and increased service and maintenance costs. Defects or errors in our software and service processes might discourage existing or potential clients or members from purchasing services from us. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors or in responding to resulting claims or liability may be substantial and could adversely affect our operating results.

If our security measures are breached or fail or unauthorized access is obtained to a client’s or member’s data, our services may be perceived as not being secure, clients and members may curtail or stop using our services, and we may incur significant liabilities.

Our services involve the web-based storage and transmission of clients’ and members’ proprietary information, including personal or identifying information and protected health information of patients. Because of the sensitivity of this information, security features of our software are very important. From time to time we may detect vulnerabilities in our systems, which, even if they do not result in a security breach, may reduce client confidence and require substantial resources to address. If our security measures are breached or fail as a result of third-party action, employee error, malfeasance, insufficiency, defective design, or otherwise, someone may be able to obtain unauthorized access to client, member, or patient data. As a result, our reputation could be damaged, our business may suffer, and we could face damages for contract breach, penalties for violation of applicable laws or regulations, and significant costs for remediation and efforts to prevent future occurrences. We rely upon users of our systems for key activities to promote security of those systems and the data within them, such as administration of client-side access credentialing and control of client-side display of data. On occasion, our users have failed to perform these activities. Failure of users to perform these activities may result in claims against us that this reliance was misplaced, which could expose us to significant expense and harm to our reputation. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose sales, clients, and members.

In addition, we use third-party technology and service providers, and our clients may authorize or enable third parties to access their data or the data of their patients. For example, we depend on third-party service providers for processing claims data and clinical documents for our clients and we partner with other healthcare information technology companies to offer our clients more seamless integration with those companies through electronic interfaces. Vendor management programs and processes for assessment of our partners' information security which we have designed cannot provide absolute security. Our clients may have their own computer systems (whether internally developed or provided by a third party) to manage, store, and transmit clinical and financial data, which may interact with or contain information obtained from our services. Because we do not control our vendors’, partners’, or clients’ information security systems, we cannot ensure the complete integrity or security of these systems. A security breach of our vendors’, partners’, or clients’ system may damage our reputation, adversely affect our ability to attract new clients, cause existing clients to cancel their contracts, subject us to third-party lawsuits, all of which could adversely affect our operating results.

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Failure by our clients to obtain proper permissions and waivers may result in claims against us or may limit or prevent our use of data, which could harm our business.

We require our clients to provide necessary notices and to obtain necessary permissions and waivers for use and disclosure of the information that we receive, and we require contractual assurances from them that they have done so and will do so. If they do not obtain necessary permissions and waivers, then our use and disclosure of information that we receive from them or on their behalf may be limited or prohibited by state or federal privacy laws or other laws. This could impair our functions, processes, and databases that reflect, contain, or are based upon such data and may prevent use of such data. In addition, this could interfere with or prevent creation or use of rules, and analyses or limit other data-driven activities that benefit us. Moreover, we may be subject to claims or liability for use or disclosure of information by reason of lack of valid notice, permission, or waiver. These claims or liabilities could subject us to unexpected costs and adversely affect our operating results.

Various events could interrupt users’ access to our systems, exposing us to significant costs.

The ability to access our systems is critical to our clients’ administration of care, cash flow, and business viability. Our operations and facilities are vulnerable to interruption or damage from a number of sources, many of which are beyond our control, including, without limitation: (i) power loss and telecommunications failures; (ii) earthquake, fire, flood, hurricane, and other natural disasters; (iii) terrorism and acts of war; (iv) software and hardware errors, failures, or crashes in our systems or those of others; and (v) computer viruses, hacking, and similar disruptive problems in our systems or those of others. We attempt to mitigate these risks through various means, including redundant infrastructure, disaster recovery plans, business continuity plans, separate test systems, and change control and system security measures, but our precautions will not protect against all potential problems. If users’ access is interrupted because of problems in the operation of our facilities, we could be exposed to significant claims by clients or their patients, particularly if the access interruption is associated with problems in the timely delivery of funds due to those clients or medical information relevant to patient care. Our plans for disaster recovery and business continuity rely in part upon third-party providers of related services, and if those vendors fail us at a time that our systems are not operating correctly, we could incur a loss of revenue and liability for failure to fulfill our obligations. Our business interruption insurance only covers some, but not all, of these potential events, and even for those events that are covered, it may not be sufficient to compensate us fully for losses or damages that may occur as a result of such events, including, for example, loss of market share and diminution of our brand, reputation, and member and client loyalty.

In addition, retention and availability of patient care and physician reimbursement data are subject to federal and state laws governing record retention, accuracy, and access. Some laws impose obligations on our clients and on us to produce information to third parties and to amend or expunge data at their direction. Our failure to meet these obligations may result in liability that could increase our costs and reduce our operating results.

We rely on internet infrastructure, bandwidth providers, data center providers, other third parties, and our own systems for providing services to our users, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with users or clients, adversely affecting our brand and our business.

In addition to the services we provide from our offices, we serve our clients primarily from third-party data-hosting facilities. These facilities are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems at two or more of the facilities could result in lengthy interruptions in our service. Even with our disaster recovery arrangements, our services could be interrupted.

Our ability to deliver our internet- and telecommunications-based services is dependent on the development and maintenance of the infrastructure of the internet and other telecommunications services by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, and security for providing reliable internet access and services and reliable mobile device, telephone, facsimile, and pager systems. We have experienced and expect that we will experience interruptions and delays in services and availability from time to time. We rely on internal systems as well as third-party vendors, including data center, bandwidth, and telecommunications equipment or service providers, to provide our services. We do not maintain redundant systems or facilities for some of these services. In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationship with users or clients. To operate without interruption, both we and our service providers must guard against:


•	damage from fire, power loss, and other natural disasters;


•	communications failures;


•	software and hardware errors, failures, and crashes;

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•	security breaches, computer viruses, and similar disruptive problems; and


•	other potential interruptions.

Any disruption in the network access, telecommunications, or co-location services provided by these third-party providers or any failure of or by these third-party providers or our own systems to handle current or higher volume of use could significantly harm our business. We exercise limited control over these third-party vendors, which increases our vulnerability to problems with services they provide.

Any errors, failures, interruptions, or delays experienced in connection with these third-party technologies and information services or our own systems could negatively impact our relationships with users and clients, adversely affect our brands and business, and expose us to third-party liabilities. The insurance coverage under our policies may not be adequate to compensate us for all losses that may occur. In addition, we cannot provide assurance that we will continue to be able to obtain adequate insurance coverage at an acceptable cost.

The reliability and performance of the internet may be harmed by increased usage or by denial-of-service attacks. The internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of internet usage as well as the availability of the internet to us for delivery of our internet-based services.

We are subject to the effect of payer and provider conduct that we cannot control and that could damage our reputation with clients and result in liability claims that increase our expenses.

We offer certain electronic claims submission services for which we rely on content from clients, payers, and others. Features and safeguards we have implemented to maximize the accuracy and completeness of claims content may not be sufficient to prevent inaccurate claims data from being submitted to payers. Should inaccurate claims data be submitted to payers, we may experience poor operational results and may be subject to liability claims, which could damage our reputation with clients and result in liability claims that increase our expenses.

If our services fail to provide accurate and timely information, or if our content or any other element of any of our services is associated with faulty clinical decisions or treatment, we could have liability to clients, members, clinicians, or patients, which could adversely affect our results of operations.

Our software, content, and services are used to assist clinical decision-making and provide information about patient medical histories, treatment plans, medical conditions, and the use of particular medications. If our software, content, or services fail to provide accurate and timely information or are associated with faulty clinical decisions or treatment, then clients, members, clinicians, or their patients could assert claims against us that could result in substantial costs to us, harm our reputation in the industry, and cause demand for our services to decline.

Our athenaClinicals service is utilized in clinical decision-making, provides access to patient medical histories, and assists in creating patient treatment plans, including the issuance of prescription drugs. Therefore, if these data are incorrect or incomplete or if we make mistakes in the capture or input of these data, adverse consequences, including death, may occur and give rise to product liability and other claims against us by clients, clinicians, patients, or others. We often have little control over data accuracy, a court or government agency may take the position that our storage and display of health information exposes us to personal injury liability or other liability for wrongful delivery or handling of healthcare services or erroneous health information.

Our Epocrates clinical reference tools and interactive services provide healthcare professionals with access to clinical information, including information regarding particular medical conditions and the use of particular medications. If our content, or content we obtain from third parties, contains inaccuracies, or we introduce inaccuracies in the process of implementing third-party content, it is possible that patients, physicians, consumers, the providers of the third-party content, or others may sue us if they are harmed as a result of such inaccuracies. We cannot assure you that our editorial and other quality control procedures will be sufficient to ensure that there are no errors or omissions in particular content, and we have had content errors in the past.

The assertion of such claims and ensuing litigation, regardless of its outcome, could result in substantial cost to us, divert management’s attention from operations, damage our reputation, and decrease market acceptance of our services. We attempt to limit by contract our liability for damages; have our members assume responsibility for medical oversight and dosing decisions; and require that our clients assume responsibility for medical care and approve key system rules, protocols, and data. Despite these precautions, the allocations of responsibility and limitations of liability set forth in our contracts may not be enforceable, be binding upon patients, or otherwise protect us from liability for damages. Furthermore, general liability and errors and omissions insurance coverage may not continue to be available on acceptable terms or may not be available in sufficient

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amounts to cover one or more large claims against us. In addition, the insurer might disclaim coverage as to any future claim. One or more large claims could exceed our available insurance coverage.

If any of these risks occur, they could materially adversely affect our business, financial condition, or results of operations.

RISKS RELATED TO REGULATION

Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies.

The healthcare industry is highly regulated and is subject to changing political, legislative, regulatory, and other influences. Existing and new laws and regulations affecting the healthcare industry, or changes to existing laws and regulations, including the potential amendment or repeal of all or parts of the ACA as a result of the recent U.S. presidential election, could create unexpected liabilities for us, cause us to incur additional costs, and restrict our operations.

Many healthcare laws are complex, and their application to specific services and relationships may not be clear. In particular, many existing healthcare laws and regulations, when enacted, did not anticipate the healthcare information and interactive services that we provide, and these laws and regulations may be applied to our services in ways that we do not anticipate, particularly as we develop and release new and more sophisticated products and services. Our failure to accurately anticipate the application of these laws and regulations, or our other failure to comply with them, could create liability for us, result in adverse publicity, and negatively affect our business. Some of the risks we face from healthcare regulation are described below:

False or Fraudulent Claim Laws. There are numerous federal and state laws that prohibit submission of false information, or the failure to disclose information, in connection with submission and payment of physician claims for reimbursement. In some cases, these laws also prohibit abuse in connection with such submission and payment. Any failure of our services to comply with these laws and regulations could result in substantial liability (including, but not limited to, criminal liability), adversely affect demand for our services, and force us to expend significant capital, research and development, and other resources to address the failure. Errors by us or our systems with respect to entry, formatting, preparation, or transmission of claim information may be determined or alleged to be in violation of these laws and regulations. Any determination by a court or regulatory agency that our services violate these laws could subject us to civil or criminal penalties, invalidate all or portions of some of our client contracts, require us to change or terminate some portions of our business, require us to refund portions of our services fees, cause us to be disqualified from serving clients doing business with government payers, and have an adverse effect on our business.

In most cases where we are permitted to do so, we calculate charges for our services based on a percentage of the collections that our clients receive as a result of our services. To the extent that violations or liability for violations of these laws and regulations require intent, it may be alleged that this percentage calculation provides us or our employees with incentive to commit or overlook fraud or abuse in connection with submission and payment of reimbursement claims. CMS has stated that it is concerned that percentage-based billing services may encourage billing companies to engage in or overlook fraudulent or abusive practices.

In addition, we may contract with third parties that offer software and services relating to the selection or verification of codes used to identify and classify the services for which reimbursement is sought. Submission of codes that do not accurately reflect the services provided or the location or method of their provision may constitute a violation of false or fraudulent claims laws. Our ability to comply with these laws depends on the coding decisions made by our clients and the accuracy of our vendors’ software and services in suggesting possible codes to those clients and verifying that proper codes have been selected.

HIPAA and other Health Privacy Regulations. There are numerous federal and state laws related to patient privacy. In particular, HIPAA includes privacy standards that protect individual privacy by limiting the uses and disclosures of individually identifiable health information and implementing data security standards that require covered entities to implement administrative, physical, and technological safeguards to ensure the confidentiality, integrity, availability, and security of individually identifiable health information in electronic form. HIPAA also specifies formats that must be used in certain electronic transactions, such as claims, payment advice, and eligibility inquiries. Because we translate electronic transactions to and from HIPAA-prescribed electronic formats and other forms, we are considered a clearinghouse and, as such, a covered entity subject to HIPAA. In addition, our clients are also covered entities and are mandated by HIPAA to enter into written agreements with us – known as business associate agreements – that require us to safeguard individually identifiable health information. Business associate agreements typically include:


•	a description of our permitted uses of individually identifiable health information;

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•	a covenant not to disclose that information except as permitted under the agreement and to make our subcontractors, if any, subject to the same restrictions;


•	assurances that appropriate administrative, physical, and technical safeguards are in place to prevent misuse of that information;


•	an obligation to report to our client any use or disclosure of that information other than as provided for in the agreement;


•	a prohibition against our use or disclosure of that information if a similar use or disclosure by our client would violate the HIPAA standards;


•	the ability of our clients to terminate the underlying support agreement if we breach a material term of the business associate agreement and are unable to cure the breach;


•	the requirement to return or destroy all individually identifiable health information at the end of our support agreement; and


•	access by the HHS to our internal practices, books, and records to validate that we are safeguarding individually identifiable health information.

We may not be able to adequately address the business risks created by HIPAA implementation. Furthermore, we are unable to predict what changes to HIPAA or other laws or regulations might be made in the future or how those changes could affect our business or the costs of compliance. For example, the provisions of the HITECH Act and the regulations issued under it (including the omnibus rule promulgated in January 2013) have provided clarification of certain aspects of both the privacy and security rules issued under HIPAA, expansion of the disclosure requirements for a breach of the security rule, and strengthening of the civil and criminal penalties for failure to comply with HIPAA. In addition, the Office of the National Coordinator for Health Information Technology, which we refer to as ONCHIT, is coordinating the ongoing development of standards to enable interoperable health information technology infrastructure nationwide based on the widespread adoption of electronic health records in the healthcare sector. We are unable to predict what, if any, impact the changes in such standards will have on our compliance costs or our services.

In addition, some payers and clearinghouses with which we conduct business interpret HIPAA transaction requirements differently than we do. Where clearinghouses or payers require conformity with their interpretations as a condition of effecting transactions, and their interpretations are no less stringent than ours, we seek to comply with their interpretations.

The HIPAA transaction standards include proper use of procedure and diagnosis codes. Since these codes are selected or approved by our clients, and since we do not verify their propriety, some of our capability to comply with the transaction standards is dependent on the proper conduct of those clients.

Among our services, we provide automated reminder services to patients, internet- and telephone-based access to medical test results, pager and email notification to practices of patient calls, and patient call answering services. Any failure of our clients to provide accurate contact information for their patients or physicians or any breach of our telecommunications systems could result in a disclosure of individually identifiable health information.

In addition to the HIPAA Privacy and Security Rules and the HITECH Act requirements, most states have enacted patient confidentiality laws that protect against the disclosure of confidential medical and other personally identifiable information, and many states have adopted or are considering further legislation in this area, including privacy safeguards, security standards, and data security breach notification requirements. Such state laws, if more stringent than HIPAA and HITECH Act requirements, are not preempted by the federal requirements, and we are required to comply with them.

Failure by us to comply with any of the federal and state standards regarding patient privacy may subject us to penalties, including civil monetary penalties and, in some circumstances, criminal penalties. In addition, such failure may injure our reputation and adversely affect our ability to retain clients and attract new clients.

In addition to false claims and HIPAA requirements, we are subject to a variety of other regulatory schemes, including:

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Anti-Kickback and Anti-Bribery Laws. There are federal and state laws that govern patient referrals, physician financial relationships, and inducements to healthcare providers and patients. For example, the federal healthcare programs’ anti-kickback law prohibits any person or entity from offering, paying, soliciting, or receiving anything of value, directly or indirectly, for the referral of patients covered by Medicare, Medicaid, and other federal healthcare programs or the leasing, purchasing, ordering, or arranging for or recommending the lease, purchase, or order of any item, good, facility, or service covered by these programs. Many states also have similar anti-kickback laws that are not necessarily limited to items or services for which payment is made by a federal healthcare program. Moreover, both federal and state laws prohibit bribery and similar behavior. Any determination by a state or federal regulatory agency that any of our activities or those of our clients, vendors, or channel partners violate any of these laws could

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subject us to civil or criminal penalties, require us to change or terminate some portions of our business, require us to refund a portion of our service fees, disqualify us from providing services to clients doing business with government programs, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•

Legislation relating to payments to physicians. Legislation enacted or pending in several states and enacted at the federal level as part of the ACA and the Healthcare and Education Reconciliation Act of 2010 mandates public disclosure of, or otherwise regulates or limits the providing of, certain gifts and payments by pharmaceutical companies to physicians. These laws may be interpreted to cover honorarium payments made to physicians for participation in market research activities sponsored by pharmaceutical companies. Because we currently provide market research services involving participants from our member network, the increased adoption and enforcement of these laws and the application of any public disclosure requirements or other limitations may have a negative impact on the ability of pharmaceutical companies to sponsor these activities or the willingness of physicians to participate in the market research. We cannot predict how pharmaceutical companies or physicians will respond when such legislation becomes more widespread or becomes effective at the federal level. A significant decline in the sponsorship of our market research services by pharmaceutical companies or the agencies that represent such companies, or a significant decline in physicians’ willingness to participate in such studies could negatively impact our operating results.

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Anti-Referral Laws. There are federal and state laws that prohibit payment for patient referrals, patient brokering, remuneration of patients, or billing based on referrals between individuals or entities that have various financial, ownership, or other business relationships with healthcare providers. In many cases, billing for care arising from such actions is illegal. These vary widely from state to state, and one of the federal anti-referral laws —the Stark Law—is very complex in its application. Any determination by a state or federal regulatory agency that any of our practice clients violate or have violated any of these laws may result in allegations that claims that we have processed or forwarded are improper. This could subject us to civil or criminal penalties, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•

Corporate Practice of Medicine Laws and Fee-Splitting Laws. Many states have laws forbidding physicians from practicing medicine in partnership with non-physicians, such as business corporations. In some states, including New York, these take the form of laws or regulations forbidding splitting of physician fees with non-physicians or others. In some cases, these laws have been interpreted to prevent business service providers from charging their physician clients on the basis of a percentage of collections or charges. We have varied our charge structure in some states to comply with these laws, which may make our services less desirable to potential clients. Any determination by a state court or regulatory agency that our service contracts with our clients violate these laws could subject us to civil or criminal penalties, invalidate all or portions of some of those contracts, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•

Anti-Assignment Laws. There are federal and state laws that prohibit or limit assignment of claims for reimbursement from government-funded programs. In some cases, these laws have been interpreted in regulations or policy statements to limit the manner in which business service companies may handle checks or other payments for such claims and to limit or prevent such companies from charging their physician clients on the basis of a percentage of collections or charges. Any determination by a state court or regulatory agency that our service contracts with our practice clients violate these laws could subject us to civil or criminal penalties, invalidate all or portions of some of those contracts, require us to change or terminate some portions of our business, require us to refund portions of our service fees, and have an adverse effect on our business. Even an unsuccessful challenge by regulatory authorities of our activities could result in adverse publicity and could require a costly response from us.

•

Prescribing Laws. The use of our software by physicians to perform a variety of functions relating to prescriptions, including electronic prescribing, electronic routing of prescriptions to pharmacies, and dispensing of medication, is governed by state and federal law, including fraud and abuse laws, drug control regulations, and state department of health regulations. States have differing prescription format requirements, and, due in part to recent industry initiatives, federal law and the laws of all 50 states now provide a regulatory framework for the electronic transmission of prescription orders. Regulatory authorities such as the HHS’ Centers for Medicare and Medicaid Services may impose functionality standards with regard to electronic prescribing and EHR technologies. Any determination that we or our practice clients have violated prescribing laws may expose us to liability, loss of reputation, and loss of business. These laws and requirements may also increase the cost and time necessary to market new services and could affect us in other respects not presently foreseeable.

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•

Electronic Health Records Laws. A number of federal and state laws govern the use and content of electronic health record systems, including fraud and abuse laws that may affect how such technology is provided. As a company that provides EHR functionality, our systems and services must be designed in a manner that facilitates our clients’ compliance with these laws. Because this is a topic of increasing state and federal regulation, we expect additional and continuing modification of the current legal and regulatory environment. We cannot predict the content or effect of possible future regulation on our business activities. The software component of our athenaClinicals service was certified as a 2014 Edition compliant Complete EHR by an ONC-ATCB in accordance with the applicable certification criteria adopted by the Secretary of the HHS. However, such certification does not represent an endorsement of our athenaClinicals service by HHS or guarantee the receipt of incentive payments. We cannot be certain that our system will meet future requirements.

•

Claims Transmission Laws. Our services include the manual and electronic transmission of medical practice claims for reimbursement from payers. Federal and various state laws provide for civil and criminal penalties for any person who submits, or causes to be submitted, a claim to any payer (including, without limitation, Medicare, Medicaid, and any private health plans and managed care plans) that is false or that overbills or bills for items that have not been provided to the patient. To the extent that such laws apply to a service that merely transmits claims on behalf of others, we could be subject to the same civil and criminal penalties as our practice clients.

•

Prompt Pay Laws. Laws in many states govern prompt payment obligations for healthcare services. These laws generally define claims payment processes and set specific time frames for submission, payment, and appeal steps. They frequently also define and require clean claims. Failure to meet these requirements and time frames may result in rejection or delay of claims. Failure of our services to comply may adversely affect our business results and give rise to liability claims by practice clients.

•

Medical professional regulation. The practice of most healthcare professions requires licensing under applicable state law. In addition, the laws in some states prohibit business entities from practicing medicine. We employ and contract with physicians who provide only medical information to our users, some of whom may be consumers, and we do not intend to provide medical care or advice. Any determination that we are a healthcare provider and acted improperly as a healthcare provider may result in liability to us.

•

Regulation of drug and medical device advertising and promotion. We provide services involving promotion of prescription and over-the-counter drugs and medical devices. Any increase in regulation of these areas by the U.S. Food and Drug Administration, or FDA; the Federal Trade Commission, or FTC; or other governmental bodies at the federal, state, or local level, could make it more difficult for us to contract for certain of our interactive services. Physician groups and others have criticized the FDA’s current policies and have called for restrictions on advertising of prescription drugs and for increased FDA enforcement. In response, the FDA has conducted hearings and sought public comment regarding its regulation of information concerning drugs on the internet and the relationships between pharmaceutical companies and those disseminating information on drugs. We cannot predict what actions the FDA or industry participants may take in response to these criticisms. It is also possible that new laws would be enacted that impose restrictions on such marketing and advertising. Our interactive services revenues could be materially reduced by additional restrictions on the marketing or advertising of prescription drugs and medical devices, whether imposed by law or regulation or by policies adopted by industry members. If the FDA, the FTC, or another governmental body finds that any information available on our website or distributed by us violates FDA, FTC, or other laws or regulations, they may take regulatory or judicial action against us or the advertiser or sponsor of that information. State attorneys general may also take similar action based on their state’s consumer protection statutes or other new or existing laws.

•

Medical Device Laws. The FDA has promulgated a draft policy for the regulation of computer software products as medical devices under the 1976 Medical Device Amendments to the Federal Food, Drug and Cosmetic Act. In addition, in February 2011 the FDA issued a final rule regarding regulation of Medical Device Data Systems, or MDDS, which are systems that are intended to transfer, store, convert, or display medical device data. While EHRs are expressly exempted from the final rule, it is possible that future changes in our services could involve the transfer, storage, conversion, or display of medical device data. In April 2014, a draft report developed by the FDA, ONCHIT, and the Federal Communications Commission, was released proposing a regulatory framework for health information technology for the purpose of promoting innovation, protecting patient safety, and avoiding regulatory duplication. To the extent that our software is considered a medical device under the policy or an MDDS under the final rule, or is the subject of additional regulation promulgated as a result of the report, we, as a provider of application functionality, could be required, depending on the functionality, to:


◦	register and list our products with the FDA;


◦	notify the FDA and demonstrate substantial equivalence to other products on the market before marketing our functionality; or

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◦	obtain FDA approval by demonstrating safety and effectiveness before marketing our functionality.

The FDA can impose extensive requirements governing pre- and post-market conditions, such as service investigation and others relating to approval, labeling, and manufacturing. In addition, the FDA can impose extensive requirements governing software development controls and quality assurance processes.

Potential additional regulation of the disclosure of health information outside the United States may adversely affect our operations and may increase our costs.

Federal or state governmental authorities may impose additional data security standards or additional privacy or other restrictions on the collection, use, transmission, and other disclosures of health information. Legislation has been proposed at various times at both the federal and the state level that would limit, forbid, or regulate the use or transmission of medical information outside of the United States. Such legislation, if adopted, may render our use of our off-shore partners, such as our data-entry and client service providers, for work related to such data impracticable or substantially more expensive. Alternative processing of such information within the United States may involve substantial delay in implementation and increased cost.

Due to the particular nature of certain services we provide or the manner in which we provide them, we may be subject to government regulation unrelated to healthcare.

While our services are primarily subject to government regulations pertaining to healthcare, certain aspects of those services may require us to comply with regulatory schemes from other areas. Examples of such regulatory schema include:

Anti-spam Laws. We may be required to comply with current or future anti-spam legislation by limiting or modifying some of our interactive services, such as our clinical messaging, which may result in a reduction in our revenue. One such law, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or CAN-SPAM, became effective in the United States on January 1, 2004. CAN-SPAM imposes complex and often burdensome requirements in connection with the sending of commercial e-mail. CAN-SPAM or similar laws may impose burdens on our member communication practices and on certain of our services, which in turn could harm our ability to attract new payer and pharmaceutical clients and increase revenues.

Antitrust Laws. Our national cloud-based network allows us access to cost and pricing data for a large number of providers in most regional markets, as well as to the contracted rates for third-party payers. To the extent that our services enable providers to compare their cost and pricing data with those of their competitors, those providers could collude to increase the pricing for their services, to reduce the compensation they pay their employees, or to collectively negotiate agreements with third parties. Similarly, if payers are able to compare their contracted rates of payment to providers, those payers may seek to reduce the amounts they might otherwise pay. Such actions may be deemed to be anti-competitive and a violation of federal antitrust laws. To the extent that we are deemed to have enabled such activities, we could be subject to fines and penalties imposed by the U.S. Department of Justice or the FTC and be required to curtail or terminate the services that permitted such collusion.

Debt Collection Laws. As a billing service that offers patient communication and registration services, our employees or those of our service providers may from time to time come into contact with patients who owe our clients outstanding amounts. Communications with patients that relate to amounts owed may be deemed to subject us or our service providers to federal or state debt collection laws and regulations. Such laws and regulations, if deemed to apply to us, could require registration with government agencies and compliance with significant administrative obligations (e.g., to maintain an in-state office with local employees), which could result in increased expenses and subject us to fines and penalties for violation. Following the disclosure in 2012 of the methods used by debt collector Accretive Health to obtain payment of amounts owed by patients to one of its hospital clients, heightened focus on debt collection practices may lead to additional regulation and greater scrutiny of existing debt collection practices.

Privacy Regulation. The FTC and many state attorneys general are applying federal and state consumer protection laws to require that the online collection, use, and dissemination of data, and the presentation of website or other electronic content, comply with certain standards for notice, choice, security, and access. Courts may also adopt these developing standards. A number of states, including California, have enacted laws or are considering the enactment of laws governing the release of credit card or other personal information received from consumers.

In addition, several foreign governments have regulations dealing with the collection and use of personal information obtained from their citizens. For example, the European Union, or EU, adopted the Data Protection Directive, or DPD, imposing strict regulations and establishing a series of requirements regarding the collection and use of personally identifiable information online. The DPD provides for specific regulations requiring all non-EU countries doing business with EU member states to provide adequate data privacy protection when receiving personal data from any of the EU member states. Similarly,

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Canada’s Personal Information and Protection of Electronic Documents Act provides Canadian residents with privacy protections in regard to transactions with businesses and organizations in the private sector and sets out ground rules for how private sector organizations may collect, use, and disclose personal information in the course of commercial activities. Foreign governments may attempt to apply such laws extraterritorially or through treaties or other arrangements with U.S. governmental entities, and our practice management services for practices along the Canadian border and our market research services could each involve the personal information of foreign residents. Furthermore, in the conduct of our market research activities outside of the United States, we rely upon a third party to identify and recruit respondents for the market research and to comply with the applicable privacy laws in each jurisdiction in which it operates. We cannot assure you that this third party will successfully comply with such laws or that we would not be responsible for any failure of this third party to comply.

We cannot assure you that the privacy policies and other statements regarding our practices will be found sufficient to protect us from liability or adverse publicity relating to the privacy and security of personal information. Whether and how existing local and international privacy and consumer protection laws in various jurisdictions apply to the internet and other online technologies is still uncertain and may take years to resolve. Privacy laws and regulations, if drafted or interpreted broadly, could be deemed to apply to the technology we use and could restrict our information collection methods or decrease the amount and utility of the information that we would be permitted to collect. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may prevent us from selling our products or services, or increase the costs of doing so, and may affect our ability to invest in or jointly develop products. In addition, a determination by a court or government agency that any of our practices, or those of our agents, do not meet these standards could result in liability, result in adverse publicity, and adversely affect our business.

Errors or illegal activity on the part of our clients may result in claims against us.

We require our clients to provide us with accurate and appropriate data and directives for our actions. We also rely upon our clients as users of our system to perform key activities in order to produce proper claims for reimbursement. Failure of our clients to provide these data and directives or to perform these activities may result in claims against us alleging that our reliance was misplaced or unreasonable or that we have facilitated or otherwise participated in submission of false claims.

If participants in our channel marketing and sales lead programs do not maintain appropriate relationships with current and potential clients, our sales accomplished with their help or data may be unwound and our payments to them may be deemed improper.

We maintain a series of relationships with third parties that we term “channel relationships.” These relationships take different forms under different contractual language. Some relationships help us identify sales leads. Other relationships permit third parties to act as value-added resellers or as independent sales representatives for our services. In some cases, for example in the case of some membership organizations, these relationships involve endorsement of our services as well as other marketing activities. In each of these cases, we require contractually that the third party disclose information to and limit their relationships with potential purchasers of our services for regulatory compliance reasons. If these third parties do not comply with these regulatory requirements or if our requirements are deemed insufficient, sales accomplished with the data or help that they have provided, as well as the channel relationships themselves, may not be enforceable, may be unwound, and may be deemed to violate relevant laws or regulations. Third parties that, despite our requirements, exercise undue influence over decisions by current and prospective clients, occupy positions with obligations of fidelity or fiduciary obligations to current and prospective clients, or who offer bribes or kickbacks to current and prospective clients or their employees may be committing illegal acts that could render any resulting contract between us and the client unenforceable or in violation of relevant laws or regulations. Any misconduct by these third parties with respect to current or prospective clients, any failure to follow contractual requirements, or any insufficiency of those contractual requirements may result in allegations that we have encouraged or participated in illegal behavior and that payments to such third parties under our channel contracts are improper. This misconduct could subject us to civil or criminal claims and liabilities, require us to change or terminate some portions of our business, require us to refund portions of our services fees, and adversely affect our revenue and operating margin. Even an unsuccessful challenge of our activities could result in adverse publicity, require a costly response from us, impair our ability to attract and maintain clients, and adversely affect our business.

Our services present the potential for embezzlement, identity theft, or other similar illegal behavior by our employees or subcontractors with respect to third parties.

Among other things, our services involve handling mail from payers and from patients for many of our clients, and this mail frequently includes original checks and credit card information and occasionally includes currency. Even in those cases in which we do not handle original documents or mail, our services also involve the use and disclosure of personal and business information that could be used to impersonate third parties or otherwise gain access to their data or funds. If any of our employees or subcontractors takes, converts, or misuses such funds, documents, or data, we could be liable for damages, and

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our business reputation could be damaged or destroyed. In addition, we could be perceived to have facilitated or participated in illegal misappropriation of funds, documents, or data and therefore be subject to civil or criminal liability.

Subsidy of services similar to ours may reduce client demand if we do not participate in such programs.

In the past few years, various entities and federal programs have provided subsidies for services similar to ours, including EHR initiatives. We cannot guarantee that we will be able to continue to qualify for and participate in such subsidy programs in the future. To the extent that we do not participate in such programs, demand for our services may be reduced, which may decrease our revenues.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

The price of our common stock may continue to be volatile.

The trading price of our common stock has been and is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control or unrelated to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, these factors include:


•	the operating performance of similar companies;


•	the overall performance of the equity markets;


•	announcements by us or our competitors of acquisitions, business plans, or commercial relationships;


•	threatened or actual litigation;


•	changes in laws or regulations relating to the provision of healthcare or the sale of health insurance;


•	any major change in our board of directors or management;


•	publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts;


•	large volumes of sales of our shares of common stock by existing stockholders; and


•	general political and economic conditions.

In addition, the stock market in general, and the market for internet-related companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs; divert our management’s attention and resources; and harm our business, operating results, and financial condition.

Provisions in our certificate of incorporation and by-laws or Delaware law might discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our certificate of incorporation and by-laws and Delaware law may discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including transactions in which they might otherwise receive a premium for their shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include:


•	our classified board of directors and limitations on the removal of directors;


•	advance notice requirements for stockholder proposals and nominations;


•	the inability of stockholders to act by written consent or to call special meetings; and


•	the ability of our board of directors to make, alter, or repeal our by-laws.

The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote is necessary to amend or repeal the above provisions of our certificate of incorporation. As our board of directors has the ability to designate the terms of and issue new series of preferred stock without stockholder approval, the effective number of votes required to make such changes could increase. Also, absent approval of our board of directors, our by-laws may only be amended or repealed by the affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote.

In addition, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder (generally an entity that, together with its affiliates, owns, or within the last three years has owned, 15% or more of our voting stock) for a period of three years after the date of the

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transaction in which the entity became an interested stockholder, unless the business combination is approved in a prescribed manner.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that stockholders could receive a premium for their common stock in an acquisition.

We do not currently intend to pay dividends on our common stock, and, consequently, stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, investors are not likely to receive any dividends on their common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.



Item 1B.	Unresolved Staff Comments.

None.



Item 2.	Properties.

Our corporate headquarters is located in Watertown, Massachusetts on the Arsenal on the Charles campus, which we own. The Arsenal on the Charles is a 29-acre, multi-building, commercial property, which includes approximately 697,000 square feet of office space and approximately 71,000 square feet of retail space. We currently occupy 519,919 square feet of these facilities and lease the remainder to third parties. Additionally, we own a complex of buildings, including approximately 210,400 square feet of office space, on approximately 53 acres of land in Belfast, Maine, as well as a conference and training facility on approximately 396 acres of land in Northport, Maine.

We lease the remainder of our facilities in various locations in the United States, including: Atlanta, Georgia; Austin, Texas; Princeton, New Jersey; Santa Clara, California; and San Francisco, California; as well as in Bangalore, India and Chennai, India. Additionally, we operate data centers nationwide.



Item 3.	Legal Proceedings.

On May 21, 2015, a class action petition was filed by St. Louis Heart Center, Inc. in the State Circuit Court of St. Louis County, Missouri, against athenahealth. The petition alleges we violated the Telephone Consumer Protection Act. Following service, we removed the case to federal court in the United States District Court for the Eastern District of Missouri, Case No. 4:15-cv-01215. On our motion, the federal court initially stayed further proceedings (pending the United States Supreme Court’s decision in Campbell-Ewald v. Gomez, No. 14-857), but lifted that stay on February 3, 2016. We filed our answer in the case on March 8, 2016. Subsequently, on March 14, 2016, we moved for an additional stay pending a decision by the U.S. Court of Appeals for the D.C. Circuit in Bais Yaakov of Spring Valley v. FCC, No. 14-1234, regarding the validity of a regulation promulgated by the Federal Communications Commission relating to the claims asserted in the petition. On May 16, 2016, the federal court granted the motion for a further stay, which remains in effect.

In addition, from time to time we may be subject to other legal proceedings, claims, and litigation arising in the ordinary course of business. We do not, however, currently expect that the ultimate costs to resolve any pending matter will have a material effect on our consolidated financial position, results of operations, or cash flows.



Item 4.	Mine Safety Disclosures.

None.

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PART II



Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is listed on the NASDAQ Global Select Market under the trading symbol “ATHN.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share of our common stock as reported by the NASDAQ Global Select Market.



	High		Low
Fiscal Year Ended December 31, 2016
First Quarter	$	167.46	$	114.59
Second Quarter	$	143.85	$	120.10
Third Quarter	$	142.40	$	117.80
Fourth Quarter	$	132.84	$	90.11
Fiscal Year Ended December 31, 2015
First Quarter	$	152.75	$	118.10
Second Quarter	$	130.80	$	111.14
Third Quarter	$	146.80	$	110.68
Fourth Quarter	$	170.42	$	127.25

Holders

The last reported sale price of our common stock on the NASDAQ Global Select Market on January 31, 2017 was $125.99 per share. As of January 31, 2017, we had 77 holders of record of our common stock. Because many shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Dividends

We have never declared or paid any dividends on our capital stock. We currently intend to retain any future earnings and do not intend to declare or pay cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be, subject to applicable law, at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions, and capital requirements.

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Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

Set forth below is a graph comparing the cumulative total stockholder return on our common stock with the NASDAQ Composite-Total Returns Index and the NASDAQ Computer and Data Processing Index for each of the last five fiscal years ended December 31, 2016, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends.



	12/31/11		12/31/12		12/31/13		12/31/14		12/31/15		12/31/16
athenahealth, Inc.	$	100	$	149	$	274	$	297	$	328	$	214
NASDAQ Composite-Total Returns Index	$	100	$	117	$	165	$	189	$	202	$	220
NASDAQ Computer and Data Processing Index	$	100	$	114	$	164	$	175	$	230	$	250

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2016, there were no purchases made by us, on our behalf, or by any “affiliated purchasers” of shares of our common stock.

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Item 6.	Selected Financial Data.

The following tables summarize our consolidated financial data for the periods presented. You should read the following financial information together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to these consolidated financial statements appearing elsewhere in this Form 10-K. Historical results are not necessarily indicative of the results to be expected in future periods.



	Years Ended December 31,
	2016		2015		2014			2013		2012
	(in millions, except per share data)
Revenue:
Business services	$	1,047.6	$	886.1	$	711.2		$	563.2	$	408.5
Implementation and other	35.3		38.6		41.4			31.8		13.8
Total revenue	$	1,082.9	$	924.7	$	752.6		$	595.0	$	422.3

Net income (loss)	$	21.0	$	14.0	$	(3.1	)	$	2.6	$	18.7
Net income (loss) per share – Basic	$	0.53	$	0.36	$	(0.08	)	$	0.07	$	0.52
Net income (loss) per share – Diluted	$	0.52	$	0.35	$	(0.08	)	$	0.07	$	0.50



	As of December 31,
	2016		2015		2014		2013		2012
	(in millions)
Balance Sheet Data:
Total assets	$	1,189.2	$	1,118.7	$	930.6	$	794.5	$	428.5
Long-term liabilities	358.0		381.7		250.3		254.0		50.0
Total liabilities	555.9		575.4		455.5		403.2		116.8

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements, the accompanying notes to these financial statements, and the other financial information that appears elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains predictions, estimates, and other forward-looking statements. All statements other than statements of historical fact contained in this Annual Report on Form 10-K are forward-looking statements, including statements regarding management's expectations for future financial and operational performance and operating expenditures, expected growth, and business outlook; the benefits of and demand for our service offerings; seasonality of our business; the potential expansion and value of our network and progress toward building the healthcare information backbone; increased automation; changes in expenses related to operations, selling and marketing, research and development, general and administrative matters, interest and income taxes; a decrease in tenant revenue; risks related to convertible notes; the impact of litigation; the impact of foreign currency fluctuations; the impact of acquisitions; liquidity matters; and the expected performance period and estimated term of our client relationships. Forward-looking statements may be identified with words such as "will," “may,” “expect,” “plan,” “anticipate,” “upcoming,” “believe,” “estimates,”or similar terminology, and the negative of these terms.

Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. These factors include, among other things, those set forth in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements contained in this Annual Report on Form 10-K are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of such forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this Annual Report on Form 10-K.

Overview

athenahealth, Inc. (“athenahealth,” the “Company,” “we,” or “our”) partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-based medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back-office work at scale so providers can focus on patients, not paperwork.

We deliver the majority of our service offerings through a single instance of cloud-based software, which we refer to as athenaNet. Our model combines a cloud-based network, knowledge, and back-office work, which we refer to as network, knowledge, and work, to help healthcare providers leverage technology to automate certain back-office tasks, assist at the point of care, and adapt to changes in government regulatory schemes or billing requirements of payers. We believe that including our clients on the same instance of software creates a network effect that enables each client to benefit from the collective experience of other clients. As our network grows, we believe these benefits also expand and accrue to the benefit of all of our clients on the network. athenaNet acts as a conduit for the exchange of information among clients, payers, trading partners, and our own experienced team. It enables us to learn continuously, innovate with agility, and deliver near-instant updates that we believe rapidly improve performance. In addition, our clients benefit from back-office administrative work that we perform on their behalf. This work ranges from receiving, scanning, and delivering faxes to tracking claims with payers and managing denials. We automate this work whenever possible; when automation is not an option, we perform the work at massive scale with our internal team. The knowledge we gain from doing work for our clients and discovering ways to improve their performance is culled, curated, and captured within athenaNet through mechanisms that include a patented billing rules engine and clinical quality management engine. Using this knowledge, we also proactively coach our clients on best practices to help improve their performance. As we work with clients, payers, and other industry trading partners, more knowledge is infused into each service, which we believe makes athenaNet "smarter" and more powerful for our clients. This unique combination of network, knowledge, and work is fundamental to our service model and value proposition to clients.

For the year ended December 31, 2016, we generated revenue of $1,082.9 million, primarily from the sale of our services, compared to $924.7 million for the year ended December 31, 2015 and $752.6 million for the year ended December 31, 2014. Given the scope of our market opportunity, we have also increased our spending each year on growth, innovation, and infrastructure.

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Our revenue is predominately derived from core athenahealth-branded business services. In most cases, we charge clients a percentage of payments collected by us on behalf of our clients, connecting our financial results directly to those of our clients and our ability to drive revenue to medical practices. Therefore, the key drivers of our revenue include growth in the number of physicians and other healthcare providers working within our client accounts, the collections of these physicians and providers, and the number of services purchased. To provide these services, we incur expenses in several categories, including cost of revenue, selling and marketing, research and development, and general and administrative expense. In general, our cost of revenue increases as our volume of work increases, whereas our selling and marketing expense increases in proportion to our intended growth rate of adding new accounts to our network of medical groups and hospital clients. Our research and development and general and administrative expense categories are less directly related to growth of revenues and relate more to our planning for the future and our overall business management activities. We manage our cash and our use of credit facilities to ensure adequate liquidity and to ensure adherence to related financial covenants.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors we believe to be relevant at the time we prepare our consolidated financial statements. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. On a regular basis, we review the accounting policies and assumptions, and update our assumptions, estimates, and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. Additionally, we may employ outside experts to assist in our evaluations. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies, to our accompanying consolidated financial statements. We consider the following accounting policies to be “critical accounting policies,” as they require management to make difficult, subjective, or complex judgments, and to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting policies and related disclosures with the Audit Committee of our Board of Directors.



Description	Judgment and Uncertainties	Effect if Actual Results Differ from Assumptions

Revenue Recognition

All revenue, other than initial implementation and provider adds revenue, is recognized when the service is performed. We recognize revenue when there is evidence of an arrangement, the service has been provided to the client, the collection of the fees is reasonably assured, and the amount of fees to be paid by the client is fixed or determinable. We derive the majority of our revenue from business services associated with our integrated, network-enabled services and from subscriptions to and sponsored clinical information and decision support services for our point of care medical application. Our integrated services consist of medical billing and practice management; electronic health record, or EHR; patient engagement; order transmission and care coordination; and population health management, which are supported by our network, athenaNet. Our clients typically purchase one-year service contracts related to our integrated, network-enabled services that renew automatically. In most cases, our clients may terminate their agreements with 90 days' notice without cause. We typically retain the right to terminate client agreements in the same timeframe. Our clients are billed monthly, in arrears, typically based upon a percentage of collections posted to our network; minimum fees; flat fees; or per-claim fees, where applicable. We do not recognize revenue for business services until these collections are posted, as the fees are not fixed or determinable until such time. Invoices are generated within the first two weeks of the subsequent month. For most of our clients, amounts due are then deducted from a pre-defined bank account one week after invoice receipt via an auto-debit transaction. Unbilled amounts that have been earned are accrued and recorded as revenue, and are included in our accounts receivable balances.	Determining whether and when some of our revenue recognition criteria have been satisfied often involves judgments that can have a significant impact on the timing and amount of revenue we report. The determination of the amount of revenue we can recognize each accounting period related to certain non-refundable, upfront fees associated with our integrated network-enabled services requires management to make estimates and judgments on the expected client life. We determined the expected client life considering the following key factors: - Renewal rate considerations - Economic life of the service The expected client life, or expected performance period, for the years presented is 12 years. Multiple element arrangements, which are single arrangements that contain more than one offering or deliverable that results in more than one unit of accounting, require judgments as to how to allocate the arrangement consideration to each deliverable. We maintain a standard price list by service; however, certain incentives, such as discounts, may be offered to clients. Due to the variability in the value of the discount offered for individual services sold on a stand-alone basis across multiple contracts, we have not been able to conclude that a consistent number of stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established vendor-specific objective evidence, or VSOE, of selling price.	Although we believe that our approach to estimates and judgments is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. Our method to establish our BESP, including our model and our assumptions, may prove to be inaccurate, in which case we may have understated or overstated the revenue recognized in an accounting period. For example, if our BESP is too high or too low for an individual element of an arrangement, the amount of revenue recognized within each reporting period would be inaccurate. The amount of deferred revenue associated with separable deliverables subject to our established BESP is $17.6 million and $23.1 million as of December 31, 2016 and 2015, respectively. Our estimate of the expected performance period may prove to be inaccurate, in which case we may have understated or overstated the revenue recognized in an accounting period. For example, if, in the future, we need to increase our expected performance period to a period longer than 12 years, the amount we would recognize in each accounting period would decrease. On the other hand, if, in the future, we need to decrease our expected performance period to a period shorter than 12 years, the amount we would recognize in each accounting period would increase. The amount of deferred revenue related to initial implementation and provider add fees is $57.0 million and $62.9 million as of December 31, 2016 and 2015, respectively.



Description	Judgment and Uncertainties	Effect if Actual Results Differ from Assumptions
Subscriptions to the Epocrates point of care medical application are entered into by members via an internal or third-party digital distribution platform or through a redeemable subscription code which expires within six to 12 months of issuance. Payment associated with these subscription fees occurs at the time of order, which is in advance of the services being performed; such payments are therefore recorded as deferred revenue. These fees are recognized ratably once activated over the contracted subscription term. If a subscription code expires before it is redeemed, revenue is recognized upon expiration. Sponsored clinical information and decision support service clients are charged a fee for the service or group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Each service deliverable within these multiple element arrangements is accounted for as a separate unit if the delivered item or items have value to the client on a stand-alone basis. We allocate arrangement consideration to each unit or element of the arrangement based on the relative selling price of each element. Certain expenses related to the implementation of a client, such as out-of-pocket travel, are typically reimbursed by the client. This is accounted for as both revenue and expense in the period the cost is incurred. Other services consist primarily of tenant-based operating lease revenue, which is straight-lined over the term of the lease.	When we cannot establish VSOE, we determine if we can establish third-party evidence, or TPE, of selling price. TPE is determined based on competitor prices for interchangeable deliverables when sold separately. Our services differ significantly from that of our peers and our offerings contain a significant level of customization and differentiation such that the comparable pricing of offerings with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor offerings’ selling prices are on a stand-alone basis. Therefore, we are unable to determine TPE. Since VSOE and TPE do not exist, we use our best estimate of the selling price, or BESP, to establish the relative selling value and to allocate total consideration to each element in the arrangement. We determine BESP for a service by performing an analysis of recent stand-alone sales of that service, which takes into account market conditions, competitive landscape, and pricing practices.



Description	Judgment and Uncertainties	Effect if Actual Results Differ from Assumptions
Purchased Intangible Assets and Goodwill

Business Combinations, including purchased intangible assets, are accounted for at fair value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses. Measurement period adjustments relate to information that we should have known at the time of acquisition; these adjustments and any other changes to purchase accounting are included in earnings in the current period. The fair value amount assigned to intangible assets is based on an exit price from a market participant’s viewpoint, and utilizes data such as discounted cash flow analysis and replacement cost models. We review acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Indefinite-lived intangible assets are reviewed for recoverability at least annually, or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually on November 30^th or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.	Critical estimates in valuing certain intangible assets and the fair value of the reporting unit during goodwill impairment tests include, but are not limited to, identifying reporting units, historical and projected client retention rates, anticipated growth in revenue from the acquired clients, expected future cash outflows, the allocation of those cash flows to identifiable intangible assets, estimated useful lives of these intangible assets, and a probability-weighted income approach based on scenarios in estimating achievement of operating results. Significant judgment in testing goodwill for impairment includes the assessment of the number of reporting units, and also includes assigning assets and liabilities to the reporting units and determining the fair value of each reporting unit based on management’s best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Management’s best estimates and assumptions are employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.	Future business and economic conditions, as well as differences actually related to any of the assumptions, could materially impact the financial statements through impairment of goodwill or intangible assets, and acceleration of the amortization period of the purchased intangible assets, which are finite-lived assets. As of December 31, 2016, the carrying amounts of goodwill and purchased intangible assets were $240.7 million and $112.1 million, respectively. As of December 31, 2015, the carrying amounts of goodwill and purchased intangible assets were $229.2 million and $126.2 million, respectively.



Description	Judgment and Uncertainties	Effect if Actual Results Differ from Assumptions
Capitalized Software Costs for Internal Use

All of our software is considered internal use for accounting purposes, as we do not market or sell our software. As a result, we capitalize certain costs associated with the creation of internally-developed software for internal use (i.e., athenaNet). These costs are recorded in the Capitalized Software Costs line on our Consolidated Balance Sheets. We capitalize costs incurred during the application development stage related to the development of athenaNet services and other internally-developed software for internal use. Costs incurred during the application development phase are capitalized only when we believe it is probable that the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee compensation (including stock-based compensation), as well as external consultant fees for individuals working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life when the asset has been placed in service.	Significant judgments related to the capitalization of internal use software costs include determining whether it is probable that projects will result in new or additional functionality; concluding on when the application development phase starts and ends; and estimating which costs, especially employee compensation costs, should be capitalized. Additionally, there is judgment applied to the useful lives of these capitalized costs; we have concluded that the useful life for capitalized internally-developed software ranges from two to five years. We account for costs associated with internal-use software on a project-by-project basis during initial capitalization as well as subsequent measurement.	While we believe that our approach to estimates and judgments is reasonable, actual results could differ, and such differences could lead to an increase or decrease in expenses in the current period. As of December 31, 2016 and December 31, 2015, the carrying amounts of internally-developed capitalized software were $95.6 million and $70.0 million, respectively. Note that these totals exclude acquired third-party software licenses for internal use.

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Financial Operations Overview

Revenue

We partner with hospital and ambulatory clients to drive clinical and financial results. We derive our revenue from two sources: business services, and implementation and other services. Business services primarily consists of revenue from our athenaNet providers who use our network-enabled medical record, revenue cycle, patient engagement, care coordination, and population health services. Business services also includes revenue from Epocrates® and other point-of-care mobile applications. No single client accounted for a significant amount of revenues for the years ended December 31, 2016, December 31, 2015, and December 31, 2014.

Business Services Revenue. Business services revenue accounted for 97%, 96%, and 95% of our total revenues the years ended December 31, 2016, December 31, 2015, and December 31, 2014, respectively. Business services revenue for athenahealth-branded services is typically 2% to 8% of a practice’s or health system’s total collections depending upon the services purchased, the size, complexity, and other characteristics of the practice or health system. Accordingly, business services revenue is largely driven by: the number of healthcare providers (collectively, “healthcare providers”) we serve, the number of physicians and other healthcare providers working in those practices, the volume of activity and related collections of those healthcare providers, the mix of our services used by those medical practices and healthcare providers, and our contracted rates. There is moderate seasonality in the activity level and service mix of healthcare providers. Typically, discretionary use of healthcare provider services declines in the late summer and during the holiday season, which leads to a decline in collections by our healthcare provider clients about 30 to 50 days later. Our pharmaceutical clients’ budgeting process impacts the timing of revenue related to sales of sponsored clinical information and decision support services associated with our mobile applications, which has historically been highest in the fourth quarter. Additionally, our revenues and operating results may fluctuate from quarter to quarter depending on a host of factors including, but not limited to, the severity, length, and timing of seasonal and pandemic illnesses, as well as significant regulatory changes that are implemented during a fiscal year. While we believe that the severity, length, and timing of seasonal and pandemic illnesses will continue to impact collections by our healthcare provider clients, there can be no assurance that our future sales of these services will necessarily follow historical patterns.

Implementation and Other Revenue. Implementation and other revenue consists of all of our non-core revenue streams, and includes the amortization of deferred revenue on implementation services, as well as third-party operating lease-based tenant revenue. We expect the amortization of deferred implementation fees to decline, as we began including implementation fees in our ongoing monthly rate in 2014. Additionally, we expect third-party tenant revenue to decline in the foreseeable future as tenants vacate and we occupy the previously rented space at our corporate headquarters.

Operating Expenses

During 2016, we adopted a change in presentation on our consolidated statements of income in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses including occupancy charges, depreciation, and amortization of capitalized software. Prior periods have been revised to reflect this change in presentation.

Cost of Revenue. Cost of revenue (formerly presented as direct operating expense) primarily consists of compensation expense (including stock-based compensation) related to personnel who provide services, including implementation of new clients, costs associated with our business partner outsourcing arrangements and clearing house, claim processing costs, certain overhead costs, depreciation of certain fixed assets, amortization of capitalized software development costs, and amortization related to certain purchased intangible assets. We expense implementation costs as incurred. We include in cost of revenue all service costs incurred to fulfill our client contracts and costs associated with third-party tenant and other non-core revenues. We expect to increase our overall level of automation as we become a larger operation with higher volumes of work in particular functions, geographies, and medical specialties. Although we expect that cost of revenue will increase in absolute terms for the foreseeable future, cost of revenue is expected to decline as a percentage of revenue as we increase automation.

Selling and Marketing Expense. Selling and marketing expense primarily consists of compensation expense (including stock-based compensation) for selling and marketing employees and marketing programs (including trade shows, brand messaging, and online initiatives), certain overhead costs, depreciation of certain fixed assets, and also includes amortization related to certain purchased intangible assets. Although we recognize substantially all of our revenue when services have been delivered, we recognize a large portion of our sales commission expense at the time of contract signature and an additional portion at the time our services commence. Accordingly, we incur a portion of our selling and marketing expense prior to the recognition of the corresponding revenue. We expect to continue to increase our investment in selling and marketing by hiring additional personnel and investing in marketing campaigns to increase our access to healthcare provider organizations, as well as increase the awareness of athenahealth in the marketplace. As a result, we expect that, in the near-term, selling and marketing

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expense will increase in absolute terms. As we begin to leverage lower cost sales channels, we expect selling and marketing expense to decline as a percentage of revenue over time.

Research and Development Expense. Research and development expense primarily consists of compensation expense (including stock-based compensation) for research and development employees, consulting fees for third-party developers, certain overhead costs, and depreciation of certain fixed assets. We expect that, in the near-term, research and development expenditures will increase in absolute terms and will likely remain constant as a percentage of revenue as we develop and enhance new and existing services; however, the amount of expenditures that should be capitalized as software costs versus expensed as research and development could vary based on the specific projects we undertake.

General and Administrative Expense. General and administrative expense primarily consists of compensation expense (including stock-based compensation) for administrative employees, outside professional fees for accountants, lawyers, and consultants, certain overhead expenses, and depreciation of certain fixed assets. We expect that general and administrative expense will increase in absolute terms as we make investments to support our growth. Though expenses are expected to continue to rise in absolute terms, we expect general and administrative expense to decline as a percentage of revenue over time.

Other

Interest Expense. Interest expense primarily consists of interest costs related to our term and revolving loans under our current credit facility and the amortization of deferred financing fees.

Other (Expense) Income. Other (expense) income consists of various expense and income items that are not part of our core business activities. For the year ended December 31, 2015, other (expense) income consists primarily of gains realized from the sale of marketable securities. We previously invested a total of $1.1 million in Castlight Health, Inc., or Castlight, a provider of cloud-based software that enables enterprises to control healthcare costs. This investment was initially recorded at cost. On March 14, 2014, an initial public offering, or IPO, of shares of Castlight’s Class B common stock was made available for sale on the New York Stock Exchange under the symbol “CSLT.” As a result of the IPO, we marked the shares we held to market based on quoted market prices. As of December 31, 2015, all shares held in Castlight had been sold.

Income Tax (Provision) Benefit. Income tax (provision) benefit relates to federal and state jurisdictions in the United States and India. The difference between our effective tax rate and our statutory tax rate is mainly related to the amount of research and development credits we generate through the development of our new and enhanced services. We expect that in the near-term our effective tax rate will continue to be volatile due to the increase in research and development spend, as well as the recognition of excess tax benefits and tax deficiencies associated with adopting the new accounting guidance related to stock-based compensation, as we discuss in the next paragraph.

New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods; however, early adoption is permitted. We have evaluated ASU 2016-09 and believe that when we adopt this standard for January 1, 2017, our effective tax rate going forward will be impacted. Also, upon adoption, we will recognize our previously unrecognized excess tax benefits using the modified retrospective transition method, which will result in a cumulative-effect increase of $49.2 million to retained earnings and deferred tax assets. In addition, upon adoption, we no longer intend to calculate an estimate of expected forfeitures and will begin to recognize forfeitures as they occur, which will result in a cumulative-effect increase of $1.0 million to retained earnings with the offset to decrease additional paid-in capital.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 most significantly impacts lessee accounting and disclosures. First, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under ASU 2016-02, for lease arrangements exceeding a 12-month term, a right-of-use asset and lease obligation is recorded by the lessee for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance is effective for public companies for fiscal years, and interim

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periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We anticipate that this standard will have a material impact on our consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. We intend to early adopt this standard effective January 1, 2018 using a modified retrospective approach.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09, which was issued in March 2014 and has been codified with the Accounting Standards Codification as Topic 606, is now effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, ASC 606 provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASC 606 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Since ASU 2014-09 was issued, several additional ASUs have been issued and incorporated within ASC 606 to clarify various elements of the guidance. We anticipate that this standard will have a material impact on our consolidated financial statements with respect to the capitalization of costs of commissions, upfront costs, and other contract acquisition-based and contract fulfillment costs on our consolidated balance sheets. We are continuing to assess all potential impacts of the standard, including the impact to the pattern with which we recognize revenue.

Results of Operations

Consolidated Results of Operations

The following table sets forth our consolidated results of operations as a percentage of total revenue for the years ended December 31, 2016, 2015, and 2014:



	Year Ended December 31,
	2016		2015		2014
Revenue:
Business services	96.7	%	95.8	%	94.5	%
Implementation and other	3.3		4.2		5.5
Total revenue	100.0		100.0		100.0
Cost of revenue	49.3		50.0		49.0
Gross profit	50.7		50.0		51.0
Other Operating Expenses:
Selling and marketing	23.7		25.7		26.1
Research and development	12.4		12.0		11.0
General and administrative	12.2		12.8		13.7
Total other operating expenses	48.3		50.5		50.9
Operating income (loss)	2.5		(0.4	)	0.1
Other (expense) income:
Interest expense	(0.5	)	(0.6	)	(0.6	)
Other income (expense)	—		3.1		—
Total other (expense) income	(0.5	)	2.5		(0.6	)
Income (loss) before income tax (provision) benefit	1.9		2.0		(0.5	)
Income tax (provision) benefit	—		(0.5	)	0.1
Net income (loss)	1.9	%	1.5	%	(0.4	)%

Percentages for each line item may not sum to the totals or subtotals for each fiscal year due to rounding.

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Comparison of the Years Ended December 31, 2016 and 2015



	Year Ended December 31,				Change
	2016		2015		Amount			Percent
	(in millions)
Business services revenue	$	1,047.6	$	886.1	$	161.5		18	%
Implementation and other revenue	35.3		38.6		(3.3		)	(9	)%
Total	$	1,082.9	$	924.7	$	158.2		17	%

Total revenue for the year ended December 31, 2016 increased due to an increase in business services revenue. The increase in business services revenue was primarily driven by the growth in the number of providers using our services. The increase in the number of providers was as follows:



	As of December 31,
	2016	2015	Change
	Number	Number	Number	Percent
athenaNet providers ^(a)	87,691	75,416	12,275	16	%


^(a)	As of December 31, 2016, we refined our definition of providers to include additional provider types such as behavioral interventionists and certified physician assistants. Under the new definition, there were 96,542 total providers as of December 31, 2016. We will utilize this new number and definition in future filings.

Also contributing to this increase was the growth in related collections on behalf of these providers. The amount of collections processed was as follows:



	Year Ended December 31,				Change
	2016		2015		Amount		Percent
	(in millions)
Collections processed	$	22,615.0	$	18,829.0	$	3,786.0	20	%



	Year Ended December 31,				Change
	2016		2015		Amount		Percent
	(in millions)
Cost of revenue	$	533.5	$	462.2	$	71.3	15	%

Cost of Revenue. Cost of revenue increased primarily due to compensation costs, which increased $33.4 million in the year ended December 31, 2016, as a result of a 22% increase in headcount from December 31, 2015. We increased headcount due to the increase in the number of providers added to the network and the expansion of our emerging services. In addition, amortization expense increased $13.3 million due to an increase in new software functionality that we placed in service, such as certain projects associated with athenaOne for Hospitals and Health Systems, in the year ended December 31, 2016. Finally, cost of revenue increased $6.7 million in the year ended December 31, 2016 due to our investment in various software subscriptions necessary to support our clients and our operations.



	Year Ended December 31,				Change
	2016		2015		Amount		Percent
	(in millions)
Selling and marketing	$	256.6	$	237.3	$	19.3	8	%
Research and development	134.5		111.0		23.5		21	%
General and administrative	131.7		118.3		13.4		11	%
Total	$	522.8	$	466.6	$	56.2	12	%

Selling and Marketing Expense. Selling and marketing expense increased for the year ended December 31, 2016, primarily due to increases in compensation costs and consulting fees. The increase in compensation for the year ended December 31, 2016 was $9.9 million, and was largely due to a 15% increase in headcount that was partially offset by a lower increase in variable compensation from December 31, 2015. The increase in consulting fees for the year ended December 31, 2016 was $4.3 million. We hired additional sales personnel and utilized consultants to focus on adding new clients and increasing penetration within new and existing markets.

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Research and Development Expense. Research and development expense increased for the year ended December 31, 2016 primarily due to compensation costs and allocated amortization expense. Compensation costs increased $10.2 million for the year ended December 31, 2016, primarily due to restructuring costs incurred for strategic re-alignment purposes during the three months ended December 31, 2016. In addition, research and development expense for the year ended December 31, 2016 was impacted by a $6.2 million increase in amortization expense related to capitalized software projects that were ultimately decided not to be placed in service.

General and Administrative Expense. General and administrative expense increased in the year ended December 31, 2016, primarily due to professional services fees and compensation costs. General and administrative expense was impacted by an increase of $5.8 million in professional service fees, which include legal and consulting fees. General and administrative expense was also impacted by a $3.7 million increase in facilities-related expenses for the year ended December 31, 2016, largely due to our growth.



	Year Ended December 31,					Change
	2016			2015		Amount			Percent
	(in millions)
Other (expense) income	$	(5.6	)	$	23.0	$	(28.6	)	(124	)%

Other (Expense) Income. Other (expense) income primarily relates to interest expense for the year ended December 31, 2016 and gains realized from the sale of marketable securities during the year ended December 31, 2015.



	Year Ended December 31,						Change
	2016			2015			Amount		Percent
	(in millions)
Income tax provision	$	—		$	(4.9	)	$	4.9	(100)%
Effective tax rate	0		%	26		%

Income Tax Provision. The difference in our effective tax rate for the year ended December 31, 2016, compared to the year ended December 31, 2015, is primarily due to the increase in our research and development tax credits.

Comparison of the Years Ended December 31, 2015 and 2014



	Year Ended December 31,				Change
	2015		2014		Amount			Percent
	(in millions)
Business services revenue	$	886.1	$	711.2	$	174.9		25	%
Implementation and other revenue	38.6		41.4		(2.8		)	(7	)%
Total	$	924.7	$	752.6	$	172.1		23	%

Total revenue for the year ended December 31, 2015 increased due to an increase in business services revenue. The increase in business services revenue was primarily driven by the growth in the number of physicians and providers using our services. The increases in the number of physicians and providers using our revenue cycle and practice management service, EHR service, and patient engagement service are as follows:



		As of December 31,
		2015	2014	Change
		Number	Number	Number	Percent
Revenue cycle and practice management	Physicians	55,277	45,423	9,854	22	%
Revenue cycle and practice management	Providers	75,416	62,349	13,067	21	%
EHR	Physicians	24,867	18,811	6,056	32	%
EHR	Providers	32,684	24,804	7,880	32	%
Patient engagement	Physicians	40,635	32,163	8,472	26	%
Patient engagement	Providers	52,821	41,777	11,044	26	%

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Also contributing to this increase was the growth in related collections on behalf of these physicians and providers. The amount of collections posted was as follows:



	Year Ended December 31,				Change
	2015		2014		Amount		Percent
	(in millions)
Collections processed	$	18,829.0	$	14,958.2	$	3,870.8	26	%



	Year Ended December 31,				Change
	2015		2014		Amount		Percent
	(in millions)
Cost of revenue	$	462.2	$	368.7	$	93.5	25	%

Cost of Revenue. Cost of revenue increased primarily due to compensation costs, including stock-based compensation expense, which increased $37.5 million in the year ended December 31, 2015, as a result of a 28% increase in headcount from December 31, 2014. We increased headcount due to the increase in number of providers added to the network, as well as to start a go-live support team, during the year ended December 31, 2015. In addition, amortization expense increased $20.6 million in the year ended December 31, 2015 due to an increase in new functionality that we placed in service. Finally, costs associated with our business partner outsourcing and clearing house activities increased $14.2 million, as the number of claims that we processed on behalf of our clients increased during the year ended December 31, 2015. The total claims submitted on behalf of clients are as follows:



	Year Ended December 31,		Change
	2015	2014	Amount	Percent
	(in millions)
Total claims submitted	144	116	28	24	%



	Year Ended December 31,					Change
	2015			2014		Amount			Percent
	(in millions)
Selling and marketing	$	237.3		$	196.8	$	40.5		21	%
Research and development	111.0			82.7		28.3			34	%
General and administrative	118.3			103.4		14.9			14	%
Other (income) expense	(23.0		)	4.8		(27.8		)	(579	)%
Total	$	443.6		$	387.7	$	55.9		14	%

Selling and Marketing Expense. Selling and marketing expense increased for the year ended December 31, 2015, primarily due to increases in compensation costs and miscellaneous selling and marketing-related costs. The increase in compensation costs for the year ended December 31, 2015, was $25.0 million, and was largely due to a 15% increase in headcount from December 31, 2014. We hired additional sales personnel to focus on adding new clients and increasing penetration within new and existing markets. Additionally, other general selling and marketing-related costs increased $15.3 million (including increases in online media of $8.2 million and offline media of $2.2 million) for the year ended December 31, 2015.

Research and Development Expense. The increase in research and development expense was primarily due to higher compensation costs, including stock-based compensation expense, which increased $19.0 million for the year ended December 31, 2015, largely due to a 34% increase in headcount from December 31, 2014. The additional research and development personnel were necessary in order to maintain our investment in technology, to upgrade and expand our service offerings, and to develop new technologies.

General and Administrative Expense. General and administrative expense increased in the year ended December 31, 2015, primarily due to higher compensation costs, including stock-based compensation expense, and lease termination costs. Compensation costs increased $9.6 million for the year ended December 31, 2015, largely due to a 23% increase in headcount from December 31, 2014. Additionally, general and administrative expense increased $4.6 million in the year ended December 31, 2015 due to lease termination costs incurred as a result of our growth and evolving strategy. In the year ended December 31, 2015, income from governmental bodies increased $3.0 million, which offset general and administrative expense, due to our participation in incentive programs.

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Other (Income) Expense. Other (income) expense increased due to gains realized from the sale of marketable securities during the year ended December 31, 2015.



	Year Ended December 31,						Change
	2015			2014			Amount			Percent
	(in millions)
Income tax (provision) benefit	$	(4.9	)	$	0.7		$	(5.6	)	(800	)%
Effective tax rate	26		%	19		%

Income Tax (Provision) Benefit. The difference in our effective tax rate for the year ended December 31, 2015, compared to the year ended December 31, 2014, is primarily due to discrete items, specifically, the sale of marketable securities.

Liquidity and Capital Resources

Sources of Liquidity

As of December 31, 2016, our principal sources of liquidity consisted of cash and cash equivalents of $147.4 million compared to cash and cash equivalents of $141.9 million as of December 31, 2015. As of December 31, 2016, we have outstanding indebtedness of $292.5 million compared to $300.0 million as of December 31, 2015.

On May 5, 2015, we entered into an amended and restated credit agreement, which we refer to as the 2015 Credit Agreement, which provided for a $500.0 million senior credit facility consisting of a $300.0 million unsecured term loan facility and a $200.0 million unsecured revolving credit facility, which we refer to as the 2015 Senior Credit Facility. We had $200.0 million available on the unsecured revolving credit facility as of both December 31, 2016 and December 31, 2015.

The 2015 Senior Credit Facility may be used to refinance existing indebtedness and for working capital and other general corporate purposes. We may increase the revolving credit facility up to an additional $100.0 million and may increase the term loan facility to the extent that such amount will not cause us to be in breach of our financial covenants (such as compliance with a consolidated fixed charge coverage, consolidated leverage, and consolidated senior leverage ratios), subject to certain conditions, including obtaining lender commitments. The 2015 Senior Credit Facility matures on May 5, 2020, although we may prepay the 2015 Senior Credit Facility in whole or in part at any time without premium or penalty. As of December 31, 2016, we were in compliance with our covenants under the 2015 Credit Agreement.

We believe our current sources of liquidity will be sufficient to sustain operations, to make payments on our contractual obligations, to invest in the development of functionality and new services, and to purchase property and equipment in the foreseeable future. In addition, our 2015 Senior Credit Facility will provide additional flexibility to pursue strategic initiatives in the future, if needed. Our analysis is supported by the growth in our new client base and a high rate of renewal with our existing clients, as well as the corresponding increase in billings and collections. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to maintain our ability to borrow under these credit facilities or obtain additional financing.

Commitments

We enter into various purchase commitments with vendors in the normal course of business. We believe that our existing sources of liquidity will be adequate to fund these purchases during the 2017 fiscal year. In the normal course of business, we make representations and warranties that guarantee the performance of services under service arrangements with clients. Historically, there have been no material losses related to such guarantees.

Comparison of the Years Ended December 31, 2016 and 2015

Operating Cash Flow Activities

Net income after non-cash and reclassification adjustments contributed an additional $64.9 million to cash provided by operating activities during the year ended December 31, 2016 compared to the year ended December 31, 2015. The increase in non-cash and reclassification adjustments was the result of a $24.7 million increase in depreciation and amortization during the year ended December 31, 2016 and a $28.7 million gain on the sale of marketable securities during the year ended December 31, 2015. The increase in net income after non-cash and reclassification adjustments was partially offset by a decrease in cash provided by working capital of $46.1 million in the year ended December 31, 2016 compared to the year ended December 31, 2015. This decrease was primarily due to decreases in deferred revenue associated with implementations and in

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accrued compensation due to the timing of payments. In 2014, we began including implementation fees in our ongoing monthly rate as part of our go to market strategy, which resulted in a decrease in deferred revenue.

Investing Cash Flow Activities

Net cash used in investing activities decreased $24.2 million for the year ended December 31, 2016 compared to the year ended December 31, 2015, as 2016 required less cash for acquired third party licenses and business acquisitions. During the year ended December 31, 2016, we acquired Filament Labs, Inc. (doing business as Patient IO) for $15.2 million (included in the payments on acquisitions, net of cash acquired line on the consolidated statements of cash flows). This activity contrasts with our acquisition of Razor Insights, LLC (included in the payments on acquisitions, net of cash acquired line on the consolidated statements of cash flows) and our purchase of WebOMR (a third party license included in the capitalized software costs line on the consolidated statements of cash flows) in the year ended December 31, 2015 for $39.9 million and $22.0 million, respectively. Net cash used in investing activities also decreased due to $29.8 million of cash provided from the sales of Castlight stock in the year ended December 31, 2015. In addition, net cash used for property, plant and equipment additions decreased $18.2 million in the year ended December 31, 2016 compared to the year ended December 31, 2015 primarily due to higher spend, particularly in building improvements, in the year ended December 31, 2015. We expect to continue to increase our investment in capitalized software costs as we develop new and enhance existing services.

Financing Cash Flow Activities

The variance in net cash (used in) provided by financing activities was $105.8 million for the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to net proceeds received from the 2015 Senior Credit Facility in the year ended December 31, 2015.

For the foreseeable future, we anticipate that income taxes paid for the net settlement of restricted stock unit awards will be greater than the cash received for stock option exercises due to our stock price and the increase in the issuance of restricted stock units compared to stock options.

Comparison of the Years Ended December 31, 2015 and 2014

Operating Cash Flow Activities

Net income after non-cash and reclassification adjustments contributed an additional $21.9 million to cash provided by operating activities during the year ended December 31, 2015 compared to the year ended December 31, 2014. The non-cash adjustments were driven by an increase in depreciation and amortization of $24.2 million related to our growth, which was offset by $28.7 million in gains from the sales of Castlight stock. Additionally, there was a decrease in cash provided by working capital of $7.2 million in the year ended December 31, 2015 compared to the year ended December 31, 2014, which was primarily driven by the bonus accrual related to headcount growth.

Investing Cash Flow Activities

Net cash used in investing activities increased $71.8 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, primarily due to our acquisition of RazorInsights for $39.9 million, net of cash acquired, which is included in the payments for acquisitions line, and an increase of $44.3 million in capitalized software costs, which includes our purchase of webOMR for $22.0 million. We expect to continue to increase our investment in capitalized software costs as we develop new and enhance existing services. Note that in 2015 we had cash spend of $97.8 million related to capitalized software. The cash spend consisted of $84.4 million related to internally-developed software, including the $22.0 million webOMR asset acquisition, while the remaining $13.3 million related to acquired software licenses.

We increased our investments in property and equipment in 2015 by $11.1 million, primarily related to investments in computer equipment to support our data centers and continued improvements to our owned properties, as well as expansion in our leased facilities.

Net cash used in investing activities was offset by $29.8 million of cash provided from the sales of Castlight stock.

Financing Cash Flow Activities

Net cash provided by (used in) financing activities increased $116.6 million for the year ended December 31, 2015 compared to the year ended December 31, 2014, primarily due to $106.3 million of net proceeds received from the 2015 Senior Credit Facility.

For the foreseeable future, we anticipate that income taxes paid for the net settlement of restricted stock unit awards will be greater than the cash received for stock option exercises due to the stock price, as well as the Company's current preference to issue restricted stock units instead of stock options.

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Contractual Obligations

The following table summarizes our long-term contractual obligations and commitments as of December 31, 2016:



	Payments Due by Period
(in millions)	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years		Other
Long-term debt ⁽¹⁾	$	292.5	$	18.8	$	48.7	$	225.0	$	—	$	—
Operating lease obligations ⁽²⁾	146.4		16.0		30.3		25.7		74.4		—
Purchase obligations	20.4		6.9		11.8		0.4		1.3		—
Other ⁽³⁾	2.6		—		—		—		—		2.6
Total	$	461.9	$	41.7	$	90.8	$	251.1	$	75.7	$	2.6

⁽¹⁾ We have cash interest requirements due on the 2015 Senior Credit Facility payable at variable rates which are not included in the above table.

⁽²⁾ We are party to agreements for non-cancelable operating leases for office space and data centers which expire between 2017 and 2030.

⁽³⁾ “Other” consists of uncertain tax benefits. We have not recognized these uncertain tax benefits, nor do we have an expectation of when these uncertain tax benefits would be challenged. As of December 31, 2016, we cannot reasonably estimate when any future cash outlays would occur related to these uncertain tax positions.

Off-Balance Sheet Arrangements

As of December 31, 2016 and 2015, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance” or “special purpose” entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Other than our operating leases, which are primarily for office space and data centers, we do not engage in off-balance sheet financing arrangements.



Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk. Our results of operations and cash flows are subject to fluctuations due to changes in the Indian rupee. An insignificant amount of our consolidated revenues are generated outside of the United States. None of our vendor relationships, including our contracts with our offshore service providers for work performed in India and the Philippines, is denominated in any currency other than the U.S. dollar. For the years ended December 31, 2016, 2015, and 2014, approximately 1-2% of our expenses occurred in our direct subsidiary in India, and were incurred in Indian rupees. We therefore do not believe that the risk of a significant impact on our operating income from foreign currency fluctuations is likely.

Interest Rate Risk. We had $292.5 million and $300.0 million of outstanding borrowings under our 2015 Senior Credit Facility at December 31, 2016 and 2015, respectively. The 2015 Senior Credit Facility bears interest at the British Bankers Association London Interbank Offered Rate, or LIBOR, plus an interest margin based on (i) our consolidated leverage ratio, or (ii) the base rate (which is the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50%, and (c) one month LIBOR plus 1.00%) plus an interest margin based on our consolidated leverage ratio. Accordingly, we are exposed to fluctuations in interest rates on borrowings under the 2015 Senior Credit Facility. A one hundred basis point change in the interest rate on our borrowings outstanding as of December 31, 2016 and December 31, 2015 would result in an annual change in interest expense of $2.9 million and $1.8 million, respectively.

During the year ended December 31, 2016, we utilized an interest rate swap to manage exposure to interest rates on the variable rate of our indebtedness. We designated our interest rate swap as a cash flow hedge and changes in the fair value of the interest rate swap were recognized in other comprehensive (loss) income. The interest rate swap expired in August 2016. As of December 31, 2016, we do not engage in any interest rate hedging activity and we have no intention to do so in the foreseeable future.



Item 8.	Financial Statements and Supplementary Data.

The financial statements required by this Item are located beginning on page F-1 of this report.

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Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.



Item 9A.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As of December 31, 2016 (the “Evaluation Date”), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded based upon the evaluation described above that, as of the Evaluation Date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our Chief Executive and Chief Financial Officers and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;


•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;


•	provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and


•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016. In conducting this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based upon this evaluation and those criteria, management believes that, as of December 31, 2016, our internal controls over financial reporting were effective.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited our consolidated financial statements and the effectiveness of our internal control over financial reporting as of December 31, 2016.

Changes in Internal Control

There have been no changes in our internal control over financial reporting for the three months ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of athenahealth, Inc.

Watertown, Massachusetts

We have audited the internal control over financial reporting of athenahealth, Inc. and subsidiaries (the “Company”) as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2016 of the Company and our report dated February 2, 2017 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 2, 2017

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Item 9B.	Other Information.

None.

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PART III

Certain information required by Part III of Form 10-K is omitted from this report because we expect to file a definitive proxy statement for our 2017 Annual Meeting of Stockholders, which we refer to as the 2017 Proxy Statement, within 120 days after the end of our fiscal year pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, and the information included in our 2017 Proxy Statement is incorporated herein by reference to the extent provided below.



Item 10.	Directors, Executive Officers and Corporate Governance.

The information required by this Item is set forth in our 2017 Proxy Statement to be filed with the SEC within 120 days of December 31, 2016, and is incorporated by reference into this Annual Report on Form 10-K by reference.



Item 11.	Executive Compensation.



Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Item 13.	Certain Relationships and Related Transactions, and Director Independence.



Item 14.	Principal Accounting Fees and Services.

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PART IV



Item 15.	Exhibits, Financial Statement Schedules.

(a) Documents filed as part of this report.

(1) The following consolidated financial statements are filed herewith in Item 8 of Part II above.

(i) Report of Independent Registered Public Accounting Firm

(ii) Consolidated Balance Sheets

(iii) Consolidated Statements of Income

(iv) Consolidated Statements of Comprehensive Income

(v) Consolidated Statements of Stockholders’ Equity

(v) Consolidated Statements of Cash Flows

(vi) Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

All other supplemental schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

(3) Exhibits

See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




ATHENAHEALTH, INC.

By:		/s/ Jonathan Bush
		Jonathan Bush
		Chief Executive Officer, President, and Chairman

By:		/s/ Karl A. Stubelis
		Karl A. Stubelis
		Chief Financial Officer and Senior Vice President

Date: February 2, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ Jonathan Bush	Chief Executive Officer, President, and Chairman (Principal Executive Officer)	February 2, 2017
Jonathan Bush

/s/ Karl A. Stubelis	Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer)	February 2, 2017
Karl A. Stubelis

/s/ Amy Abernethy	Director	February 2, 2017
Amy Abernethy

/s/ Brandon H. Hull	Lead Director	February 2, 2017
Brandon H. Hull

/s/ Dev Ittycheria	Director	February 2, 2017
Dev Ittycheria

/s/ John A. Kane	Director	February 2, 2017
John A. Kane

/s/ Jacqueline B. Kosecoff	Director	February 2, 2017
Jacqueline B. Kosecoff

/s/ Ed Park	Director	February 2, 2017
Ed Park

/s/ David E. Robinson	Director	February 2, 2017
David E. Robinson

/s/ Thomas J. Szkutak	Director	February 2, 2017
Thomas J. Szkutak

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Exhibit No.	Exhibit Description	Incorporated by Reference
		Form	File No.	Filing Date
2.1	Agreement and Plan of Merger by and among the Registrant, Echo Merger Sub, Inc., and Epocrates, Inc., dated January 7, 2013	8-K	001-33689	January 7, 2013

3.1	Amended and Restated Certificate of Incorporation of the Registrant	S-1	333-143998	September 11, 2007

3.2	Amended and Restated Bylaws of the Registrant	S-1	333-143998	September 11, 2007

4.1	Specimen Certificate evidencing shares of common stock	S-1	333-143998	August 3, 2007

10.1	Form of Indemnification Agreement between the Registrant and each of its directors and officers	S-1	333-143998	September 6, 2007

†10.2	athenahealth, Inc. 2000 Stock Option and Incentive Plan, as amended, and form of agreements	S-1	333-143998	July 13, 2007

†10.3	athenahealth, Inc. 2007 Stock Option and Incentive Plan, as amended, and form of agreements	10-Q	001-33689	October 18, 2013

†10.4	athenahealth, Inc. 2007 Employee Stock Purchase Plan, as amended	10-Q	001-33689	October 19, 2012

†10.5	Epocrates, Inc. 2010 Equity Incentive Plan, as amended, and form of agreements	10-Q	001-33689	July 18, 2014

†10.6	Employment Agreement by and between the Registrant and Jonathan Bush, dated November 1, 1999, as amended	S-1	333-143998	July 13, 2007

†10.7	Employment Agreement by and between the Registrant and Stephen Kahane, dated February 18, 2011	10-Q	001-33689	April 29, 2011

†10.8	Employment Agreement by and between the Registrant and Karl Stubelis, dated May 19, 2016	8-K	001-33689	May 19, 2016

†10.9	Employment Agreement by and between the Registrant and Ed Park, dated July 1, 2010	10-Q	001-33689	October 22, 2010

†10.10	Employment Agreement by and between the Registrant and Kyle Armbrester, dated January 9, 2012	10-Q	001-33689	October 22, 2015

†10.11	Separation Agreement by and between the Registrant and Kristi Matus, dated May 31, 2016	10-Q	001-33689	July 21, 2016

†10.12	athenahealth, Inc. Executive Incentive Plan, adopted March 29, 2013	8-K	001-33689	April 4, 2013

10.13	Office Lease Agreement by and between the Registrant and JAMESTOWN Ponce City Market, L.P., dated June 24, 2013	10-Q	001-33689	July 19, 2013

10.14	Amendment No. 1 to Office Lease Agreement by and between the Registrant and JAMESTOWN Ponce City Market, L.P., dated April 23, 2014	10-Q	001-33689	July 18, 2014

10.15	Amendment No. 2 to Office Lease Agreement by and between the Registrant and JAMESTOWN Ponce City Market, L.P., dated August 18, 2014	10-Q	001-33689	October 17, 2014

10.16	Amendment No. 3 to Office Lease Agreement by and between the Registrant and JAMESTOWN Ponce City Market, L.P., dated February 27, 2015	10-K	001-33689	February 4, 2016

10.17	Amendment No. 4 to Office Lease Agreement by and between the Registrant and JAMESTOWN Ponce City Market, L.P., dated July 27, 2015	10-K	001-33689	February 4, 2016

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Exhibit No.	Exhibit Description	Incorporated by Reference
		Form	File No.	Filing Date
10.18	Purchase and Sale Agreement by and between the Registrant and the President and Fellows of Harvard College, dated December 5, 2012	10-K	001-33689	February 11, 2013

10.19	First Amendment to Purchase and Sale Agreement by and between athenahealth, Inc. and President and Fellows of Harvard College, dated March 12, 2013	8-K	001-33689	March 18, 2013

10.20	Credit Agreement among the Registrant, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and Letter of Credit Issuer, the other lenders party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and TD Securities (USA) LLC as Joint Lead Arrangers and Joint Book Managers, dated May 10, 2013, and exhibits and schedules thereunder	10-Q	001-33689	July 19, 2013

10.21	First Amendment to Credit Agreement among the Registrant, Bank of America, N.A., as Administrative Agent, dated December 18, 2014	8-K	001-33689	December 24, 2014

10.22	Amended and Restated Credit Agreement by and between the Registrant and Bank of America, N.A. as Administrative Agent, Swing Line Lender, and Letter of Credit Issuer; the other lenders party thereto from time to time; and Merrill Lynch, Pierce, Fenner & Smith Incorporated, TD Securities (USA) LLC, and U.S. Bank National Association as Joint Lead Arrangers and Joint Book Managers, dated May 5, 2015	10-Q	001-33689	July 23, 2015

10.23	Seaholm Triple Net Lease, effective as of January 31, 2014	10-Q	001-33689	April 18, 2014

10.24	First Amendment to Lease by and between the Registrant and Seaholm L/R, LLC, dated May 12, 2015	10-Q	001-33689	July 23, 2015

#10.25*	Services Agreement by and between the Registrant and Access Healthcare Services USA, LLC, dated July 31, 2013

10.26*	Construction Management Agreement by and between Athena Arsenal, LLC, a subsidiary of the Registrant, and C.E. Floyd Company, Inc., dated December 5, 2016

†10.27*	Director Compensation Plan of the Registrant, effective as of January 1, 2017

21.1*	Subsidiaries of the Registrant

23.1*	Consent of Independent Registered Public Accounting Firm

31.1*	Rule 13a-14(a) or 15d-14 Certification of Chief Executive Officer

31.2*	Rule 13a-14(a) or 15d-14 Certification of Chief Financial and Administrative Officer

32.1*	Certifications of Chief Executive Officer and Chief Financial and Administrative Officer pursuant to Exchange Act rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350

101	XBRL (eXtensible Business Reporting Language). The following materials from athenahealth, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) notes to consolidated financial statements.



†	Indicates a management contract or any compensatory plan, contract, or arrangement.

Table of Contents



*	Furnished or filed herewith.



#	Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

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Financial Statements and Supplementary Data

athenahealth, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents



Report of Independent Registered Public Accounting Firm	F-2

FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-3

Consolidated Statements of Income	F-4

Consolidated Statements of Comprehensive Income	F-5

Consolidated Statements of Stockholders’ Equity	F-6

Consolidated Statements of Cash Flows	F-7

Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

athenahealth, Inc.

Watertown, Massachusetts

We have audited the accompanying consolidated balance sheets of athenahealth, Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of athenahealth, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 2, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 2, 2017

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athenahealth, Inc.

CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except per share amounts)



	December 31, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	147.4		$	141.9
Accounts receivable, net	161.6			148.2
Prepaid expenses and other current assets	34.2			30.2
Total current assets	343.2			320.3
Property and equipment, net	347.7			321.5
Capitalized software costs, net	125.8			107.5
Purchased intangible assets, net	112.1			126.2
Goodwill	240.7			229.2
Deferred tax asset, net	2.2			—
Investments and other assets	17.5			14.0
Total assets	$	1,189.2		$	1,118.7
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable	$	9.5		$	10.8
Accrued compensation	89.7			88.1
Accrued expenses	51.7			51.4
Long-term debt	18.3			10.8
Deferred revenue	28.7			32.6
Total current liabilities	197.9			193.7
Deferred rent, net of current portion	30.8			31.1
Long-term debt, net of current portion	272.8			287.4
Deferred revenue, net of current portion	48.4			55.9
Deferred tax liability, net	—			1.3
Other long-term liabilities	6.0			6.0
Total liabilities	555.9			575.4
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.01 par value: 5.0 shares authorized; no shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively	—			—
Common stock, $0.01 par value: 125.0 shares authorized; 40.8 shares issued and 39.5 shares outstanding at December 31, 2016; 40.2 shares issued and 38.9 shares outstanding at December 31, 2015	0.4			0.4
Additional paid-in capital	591.5			522.4
Treasury stock, at cost, 1.3 shares	(1.2		)	(1.2		)
Accumulated other comprehensive loss	(0.9		)	(0.8		)
Retained earnings	43.5			22.5
Total stockholders’ equity	633.3			543.3
Total liabilities and stockholders’ equity	$	1,189.2		$	1,118.7

The accompanying notes are an integral part of these consolidated financial statements.

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athenahealth, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions, except per share amounts)



	Year Ended December 31,
	2016			2015			2014
Revenue:
Business services	$	1,047.6		$	886.1		$	711.2
Implementation and other	35.3			38.6			41.4
Total revenue	1,082.9			924.7			752.6
Cost of revenue	533.5			462.2			368.7
Gross profit	549.4			462.5			383.9
Other Operating Expenses:
Selling and marketing	256.6			237.3			196.8
Research and development	134.5			111.0			82.7
General and administrative	131.7			118.3			103.4
Total other operating expenses	522.8			466.6			382.9
Operating income (loss)	26.6			(4.1		)	1.0
Other (expense) income:
Interest expense	(5.9		)	(5.7		)	(4.7		)
Other income (expense)	0.3			28.7			(0.1		)
Total other (expense) income	(5.6		)	23.0			(4.8		)
Income (loss) before income tax (provision) benefit	21.0			18.9			(3.8		)
Income tax (provision) benefit	—			(4.9		)	0.7
Net income (loss)	$	21.0		$	14.0		$	(3.1	)
Net income (loss) per share – Basic	$	0.53		$	0.36		$	(0.08	)
Net income (loss) per share – Diluted	$	0.52		$	0.35		$	(0.08	)
Weighted average shares used in computing net income (loss) per share:
Basic	39.3			38.6			37.9
Diluted	40.1			39.6			37.9

The accompanying notes are an integral part of these consolidated financial statements.

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athenahealth, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)



	Year Ended December 31,
	2016			2015			2014
Net income (loss)	$	21.0		$	14.0		$	(3.1	)
Other comprehensive (loss) income
Unrealized (loss) gain on securities, net of tax of $3.5 and $15.0 for the years ended December 31, 2015 and 2014, respectively	—			(7.7		)	24.8
Reclassification adjustments for gains on sales of marketable securities included in net income, net of tax of $11.5 for the year ended December 31, 2015	—			(17.1		)	—
Unrealized gain on change in fair value of interest rate swap, net of tax	0.1			—			0.1
Foreign currency translation adjustment	(0.2		)	(0.2		)	(0.3		)
Total other comprehensive (loss) income	(0.1		)	(25.0		)	24.6
Comprehensive income (loss)	$	20.9		$	(11.0	)	$	21.5

The accompanying notes are an integral part of these consolidated financial statements.

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athenahealth, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in millions)



	Common Stock			Additional Paid-In Capital			Treasury Stock					Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders' Equity
	Shares	Amount		Additional Paid-In Capital			Shares		Amount			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders' Equity
BALANCE – January 1, 2014	38.6	$	0.4	$	380.9		(1.3	)	$	(1.2	)	$	(0.4	)	$	11.6		$	391.3
Stock-based compensation				60.3														60.3
Stock options exercised and restricted stock units vested, net	0.8	—		(12.4		)												(12.4		)
Common stock issued under employee stock purchase plan	—	—		4.6														4.6
Tax benefit realized from stock-based awards				9.8														9.8
Net loss															(3.1		)	(3.1		)
Other comprehensive income												24.6						24.6
BALANCE – December 31, 2014	39.4	$	0.4	$	443.2		(1.3	)	$	(1.2	)	$	24.2		$	8.5		$	475.1
Stock-based compensation				71.4														71.4
Stock options exercised and restricted stock units vested, net	0.7	—		(5.0		)												(5.0		)
Common stock issued under employee stock purchase plan	0.1	—		5.6														5.6
Tax benefit realized from stock-based awards				7.2														7.2
Net income															14.0			14.0
Other comprehensive loss												(25.0		)				(25.0		)
BALANCE – December 31, 2015	40.2	$	0.4	$	522.4		(1.3	)	$	(1.2	)	$	(0.8	)	$	22.5		$	543.3
Stock-based compensation				68.7														68.7
Stock options exercised and restricted stock units vested, net	0.5	—		(10.2		)												(10.2		)
Common stock issued under employee stock purchase plan	0.1	—		6.8														6.8
Tax benefit realized from stock-based awards				3.8														3.8
Net income															21.0			21.0
Other comprehensive loss												(0.1		)				(0.1		)
BALANCE – December 31, 2016	40.8	$	0.4	$	591.5		(1.3	)	$	(1.2	)	$	(0.9	)	$	43.5		$	633.3

The accompanying notes are an integral part of these consolidated financial statements.

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athenahealth, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)



	Year Ended December 31,
	2016			2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	21.0		$	14.0		$	(3.1	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	142.7			118.0			93.8
Excess tax benefit from stock-based awards	(9.0		)	(12.9		)	(10.1		)
Deferred income tax	(9.9		)	(8.5		)	(11.7		)
Stock-based compensation expense	66.5			64.1			55.6
Gain on sale of marketable securities	—			(28.7		)	—
Other reconciling adjustments	(0.3		)	0.1			(0.1		)
Changes in operating assets and liabilities:
Accounts receivable, net	(13.5		)	(25.3		)	(34.4		)
Prepaid expenses and other current assets	5.1			4.2			4.3
Other long-term assets	(4.3		)	(2.7		)	0.6
Accounts payable	(4.8		)	2.8			2.5
Accrued expenses and other long-term liabilities	(0.9		)	8.2			10.1
Accrued compensation	1.0			17.2			26.3
Deferred revenue	(11.4		)	3.2			3.2
Deferred rent	0.4			10.1			12.1
Net cash provided by operating activities	182.6			163.8			149.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software costs	(89.5		)	(97.8		)	(53.5		)
Purchases of property and equipment	(69.0		)	(87.2		)	(76.1		)
Proceeds from sales and maturities of investments	—			29.8			—
Payments on acquisitions, net of cash acquired	(16.9		)	(39.9		)	—
Other investing activities	0.5			(4.0		)	2.3
Net cash used in investing activities	(174.9		)	(199.1		)	(127.3		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under stock plans and warrants	16.2			22.1			21.0
Taxes paid related to net share settlement of stock awards	(19.6		)	(21.4		)	(28.9		)
Excess tax benefit from stock-based awards	9.0			12.9			10.1
Proceeds from long-term debt	—			300.0			—
Proceeds from line of credit	—			60.0			—
Payments on line of credit	—			(95.0		)	—
Payments on long-term debt	(7.5		)	(173.8		)	(15.0		)
Other financing activities	(0.1		)	—			—
Debt issuance costs	—			(1.0		)	—
Net cash (used in) provided by financing activities	(2.0		)	103.8			(12.8		)
Effects of exchange rate changes on cash and cash equivalents	(0.2		)	(0.4		)	(0.2		)
Net increase in cash and cash equivalents	5.5			68.1			8.8
Cash and cash equivalents at beginning of period	141.9			73.8			65.0
Cash and cash equivalents at end of period	$	147.4		$	141.9		$	73.8
Non-cash transactions
Property, equipment, and purchased software recorded in accounts payable and accrued expenses	$	17.5		$	12.5		$	12.0
Non-cash leasehold improvements	$	—		$	2.3		$	5.9



Additional disclosures
Cash paid for interest, net	$	4.6	$	5.7	$	4.5
Cash paid (refunded) for taxes	$	0.3	$	0.6	$	1.9

The accompanying notes are an integral part of these consolidated financial statements.

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General – athenahealth, Inc. (“athenahealth,” the “Company,” “we,” or “our”) partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-based medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back office work at scale so providers can focus on patients, not paperwork. Our clients largely consist of medical group practices ranging in size throughout the United States of America.

We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.

Principles of Consolidation – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Presentation – During 2016, we adopted a change in presentation on our consolidated statements of income in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses, depreciation, and amortization of capitalized software. In addition, in 2016, we changed the rounding of our financial statements from thousands to millions. Prior periods have been revised to reflect this change in presentation.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including the expected client life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) fair value of identifiable purchased tangible and intangible assets in a business combination; (6) determination of the reporting unit(s) for goodwill impairment testing; (7) litigation reserves; and (8) capitalized software costs. Actual results could significantly differ from those estimates.

Segment Reporting – Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the CODM, or decision-making group in assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in one segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from income taxes; total other (expense) income; stock-based compensation expense; amortization of capitalized stock-based compensation related to software development; amortization of purchased intangible assets; integration and transaction costs; and exit costs, including restructuring costs) as the measure of our profit on a regular basis.

Revenue Recognition – We recognize revenue when there is evidence of an arrangement, the service has been provided to the client, the collection of the fees is reasonably assured, and the amount of fees to be paid by the client is fixed or determinable.

We derive our revenue from two sources: business services, and implementation and other services. Business services primarily consists of revenue from our network-enabled billing and practice management service; EHR service; patient engagement and communication service; order transmission and care coordination service; and population health service, as well as clinical decision support through Epocrates and other point-of-care mobile applications.

Our clients typically purchase one-year service contracts for our integrated, network-enabled services that renew automatically. In most cases, our clients may terminate their agreements with 90 days' notice without cause. We typically retain the right to terminate client agreements in the same timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to athenaNet, minimum fees, flat fees, or per-claim fees. We do not recognize revenue for athenahealth-branded business services fees until client collections are posted, as the services fees are not fixed or determinable

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

until such time. Unbilled amounts that have been earned are accrued and recorded as revenue and are included in our accounts receivable balances.

Members enter into subscriptions to the Epocrates point-of-care medical application via an internal or third-party digital distribution platform or through a redeemable subscription code which expires within six to 12 months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, which is typically one year. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, which begins upon activation of the subscription through expiration of the term and is typically one year. If a subscription code expires before it is redeemed, revenue is recognized upon expiration.

Sponsored clinical information and decision support service clients are charged a fee for the service or group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Each service deliverable within these multiple element arrangements is accounted for as a separate unit if the delivered item or items have value to the client on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the client. We allocate arrangement consideration to each deliverable using our best estimate of selling price, or BESP, if we do not have vendor specific objective evidence of the selling price, or VSOE, or third-party evidence of selling price, or TPE, of fair value. As a result, any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative selling price of each element.

Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. Due to the specific nature of these agreements, the highly-customized offerings, and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, and the comparable pricing of products with similar functionality cannot be obtained, we are also currently unable to determine TPE. We therefore use BESP to establish the relative selling price of our individual deliverables and allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, and pricing practices.

Implementation and other services revenue primarily consists of the amortization of deferred revenue on implementation services. Prior to 2014, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was recognized ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be 12 years. We evaluate the length of the amortization period of the implementation fees based on our experience with client contract renewals and consideration of the period over which those clients will receive benefits from our current portfolio of services.

During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the client from us or third-party vendors, and therefore, have stand-alone value and are recognized upon delivery of service. When we made this change, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the client life. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining client lives.

Certain expenses related to the implementation, go-live and training of a client, such as out-of-pocket travel, are typically reimbursed by the client. This is accounted for as both revenue and expense in the period the cost is incurred.

Research and Development Expense – Research and development expense consists primarily of compensation expense (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). Research and development expense also includes allocated amounts for overhead, depreciation, and amortization.

Stock-Based Compensation – We account for share-based awards, including shares issued under employee stock purchase plans; stock options; and restricted stock units with compensation cost measured using the fair value of the awards issued. We

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

use the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. We generally issue previously unissued shares for the exercise of stock options; however, we may reissue previously acquired treasury shares to satisfy these awards in the future.

Certain employees have received awards for which the ultimate number of shares that will be subject to vesting is dependent upon the achievement of certain financial targets for the year. Such determination is not made until the award’s vesting determination date, which is the date our fiscal year financial statements are available. The award is initially recorded at the maximum attainable number of shares that is most likely to be subject to vesting based on available financial forecasts as of the date of grant. This amount is adjusted on a quarterly basis as new financial forecasts become available. Stock‑based compensation expense for these awards is recorded over the requisite service period, generally four years. Such awards generally vest ratably over four years from the vesting determination date.

Advertising Expenses – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income. Advertising expense totaled $30.6 million, $28.1 million, and $15.5 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Cash and Cash Equivalents – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents.

Investments – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee, the type of equity held and the level of equity interest held in the investee. Marketable securities, if any, are also accounted for as available-for-sale investments and recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are included in accumulated other comprehensive (loss) income. The Company determines realized gains and losses based on the specific identification method. Management monitors and assesses individual investments for other-than-temporary impairment on a quarterly basis.

We had no available-for-sale equity securities as of December 31, 2016 and December 31, 2015.

Concentrations of Credit Risk – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivable, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to client accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our clients. No single client accounted for a significant amount of revenues for the years ended December 31, 2016, 2015, and 2014. No single client accounted for a significant portion of accounts receivable as of December 31, 2016 and 2015.

Accounts Receivable – Accounts receivable represents unbilled amounts and amounts due from clients for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses.

Activity in the allowance for doubtful accounts is as follows:



	Years Ended December 31,
	2016			2015			2014
Beginning balance	$	0.7		$	0.6		$	1.7
Provision	0.7			0.6			(0.8		)
Write-offs	(0.8		)	(0.5		)	(0.3		)
Ending balance	$	0.6		$	0.7		$	0.6

Prepaid Expenses and Other Current Assets – Prepaid expenses and other current assets consist of the following:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)



	Years Ended December 31,
	2016		2015
Other prepaid expenses	$	13.4	$	10.3
Other receivables	10.6		12.3
Prepaid maintenance and support	10.2		7.6
Prepaid expenses and other current assets	$	34.2	$	30.2

Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:



Equipment, furniture, and fixtures		3-5 years
Aircraft		20 years
Buildings		30-40 years
Building improvements		10-25 years
Land improvements		10 years

Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Costs associated with maintenance and repairs are expensed as incurred.

Capitalized Interest Cost – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset.

Capitalized Software Costs – We capitalize certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful lives of the software is two to five years (refer to Note 6 – Capitalized Software Costs).

Long-Lived Assets – Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell. No impairment losses have been recognized.

Goodwill – Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. No impairments have been recognized.

Purchased Intangible Assets – Most of our purchased intangible assets were acquired in connection with business acquisitions, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time.

Accrued expenses and accrued compensation – Accrued expenses consist of the following:



	As of December 31,
	2016		2015
Accrued bonus	$	53.4	$	59.0
Accrued vacation	11.2		9.8
Accrued payroll	14.8		9.4
Accrued commissions	10.3		9.9
Accrued compensation expenses	$	89.7	$	88.1
General operations accrued liabilities	$	41.1	$	42.6
Accrued property and equipment additions	10.6		8.8
Accrued expenses	$	51.7	$	51.4

Deferred Rent – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These tenant improvement allowances and other incentives are recorded when realizable as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease.

Exit Costs, Including Restructuring Costs – Exit costs, including restructuring costs, represent costs related to workforce reductions and to terminate certain lease or other contractual agreements for strategic re-alignment purposes. During the years ended December 31, 2016 and 2015, the costs related to workforce reductions are primarily included in research and development expenses. During the years ended December 31, 2016 and 2015, the costs related to termination of leases and contractual agreements and are primarily included in general and administrative expenses.

The activity related to the exit cost accrual during the years ended December 31, 2016 and 2015 consist of the following:



	Workforce Reductions			Termination of Leases and Contractual Agreements			Total
Accrual at December 31, 2014	$	—		$	—		$	—
Additions	1.1			4.6			5.7
Cash Payments	(0.3		)	(4.4		)	(4.7		)
Accrual at December 31, 2015	$	0.8		$	0.2		$	1.0
Additions	7.3			4.0			11.3
Cash Payments	(5.0		)	(4.2		)	(9.2		)
Accrual at December 31, 2016	$	3.1		$	—		$	3.1

Deferred Revenue – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue primarily includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which are recognized based upon contractual deliverables and pre-2014 implementation services fees which continue to be recognized as revenue ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be 12 years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current.

Preferred Stock – Our Board of Directors has the authority, without further action by stockholders, to issue up to 5 million shares of preferred stock in one or more series. Our Board of Directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. The ability to issue preferred stock could delay or impede a change in control. As of December 31, 2016 and 2015, no shares of preferred stock were outstanding.

Common Stock – Common stockholders are entitled to one vote per share and dividends, when declared by the Board of Directors, subject to any preferential rights of preferred stockholders.

Business Combinations – We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management’s estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition. We have applied this acquisition method to the transactions described in Note 2 – Business Combinations.

Related Party Transaction – We have a long-term investment in a vendor. The total expense related to this vendor for the years ended December 31, 2016, 2015, and 2014 was $41.1 million, $23.6 million, and $11.3 million, respectively, and the total amount payable related to this vendor at December 31, 2016 and 2015 was $4.6 million and $2.3 million, respectively.

Our Chief Executive Officer periodically charters our company aircraft for personal use. The total amount of revenue associated with his plane usage was $0.1 million and $0.2 million for the years ended December 31, 2016 and 2015, respectively.

Income Taxes – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. Any change in an enacted tax rate would result in a charge or credit to the income tax provision. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results.

We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. We record interest and penalties related to unrecognized tax benefits in income tax expense.

Sales and Use Taxes – Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with clients provide that payment of any sales or use tax assessments is the responsibility of the client. In certain jurisdictions, sales taxes are collected from the client and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented.

Incentives Received from Governmental Bodies – From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met. We recognized $3.8 million, $4.1 million, and $1.2 million from our participation in incentive programs during the years ended December 31, 2016, 2015, and 2014, respectively.

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

Foreign Currency Translation – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive income (loss).

Employee Benefit Plan – We sponsor a 401(k) retirement savings plan, which we refer to as the 401(k) Plan, under which eligible employees may contribute, on a pre-tax basis, specified percentages of their compensation, subject to maximum aggregate annual contributions imposed by the Internal Revenue Code of 1986. All employee contributions are allocated to the employee’s individual account and are invested in various investment options as directed by the employee. Employees’ cash contributions are fully vested and non-forfeitable. We may make a discretionary contribution in any year, subject to authorization by our Board of Directors. During the years ended December 31, 2016, 2015, and 2014, our contributions to the 401(k) Plan were $11.3 million, $5.3 million, and $4.5 million, respectively.

New Accounting Pronouncements – In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods; however, early adoption is permitted. We have evaluated ASU 2016-09 and believe that when we adopt this standard for January 1, 2017, our effective tax rate going forward will be impacted. Also, upon adoption, we will recognize our previously unrecognized excess tax benefits using the modified retrospective transition method, which will result in a cumulative-effect increase of $49.2 million to retained earnings and deferred tax assets. In addition, upon adoption, we no longer intend to calculate an estimate of expected forfeitures and will begin to recognize forfeitures as they occur, which will result in a cumulative-effect increase of $1.0 million to retained earnings with the offset to decrease additional paid-in capital.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

2. BUSINESS COMBINATIONS

Patient IO

On August 25, 2016, we acquired Filament Labs, Inc. (doing business as Patient IO), an Austin-based care coordination platform used by providers to engage patients and caregivers outside the four walls of the clinic. Prior to this acquisition, our wholly-owned subsidiary, MDP Accelerator, LLC, held shares of Series A Preferred Stock of Patient IO. We acquired Patient IO to strengthen our ability to partner with providers as they deliver value-based care. We anticipate this acquisition will accelerate our movement toward becoming a trusted resource and partner to the patient.

The purchase price of Patient IO was $15.2 million, net of cash acquired. The purchase price excludes $9.6 million to be earned by key employees of Patient IO based upon continued employment, which is accounted for as compensation expense and will be recognized in the consolidated statements of income over the requisite service period. The fair value of net assets acquired included purchased intangible assets of $5.3 million related to technology acquired and $0.6 million related to customer relationships. The $10.7 million excess of purchase consideration over the fair value of the net assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes. As part of this acquisition, we remeasured our existing 10.1% preferred stock investment at fair value which resulted in a $0.8 million gain recognized in earnings as a benefit to general and administrative expense during the year ended December 31, 2016. The gain was calculated by utilizing the purchase price of the acquisition.

We believe that we have a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but certain items, such as the working capital adjustments to the purchase price, are subject to change as additional information is received about facts and circumstances that existed at the date of acquisition. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Arsenal Health

On April 11, 2016, we acquired Arsenal Health, formerly known as Smart Scheduling, Inc., for $1.7 million. We purchased Arsenal Health in order to add its schedule optimization functionality to our athenaCoordinator offering. We expect this acquisition to accelerate our capabilities in machine learning and predictive analytics. The fair value of the purchased intangible assets related to technology acquired was $0.9 million. The $0.8 million excess of purchase consideration over the fair value of the purchased intangible assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes. In conjunction with this acquisition, Smart Scheduling, Inc. settled the convertible note receivable and related interest from our More Disruption Please, or MDP, Accelerator Program, which represented a total fair value of $0.3 million.

RazorInsights

On January 13, 2015, we acquired Razor Insights, LLC, or RazorInsights, for $39.9 million in cash after net working capital adjustments. We acquired RazorInsights for the assembled workforce, technology, customer base, and to accelerate our entry into the inpatient market. The fair value of net assets acquired, after measurement period adjustments totaling $1.0 million, was $8.9 million, including purchased intangible assets of $7.0 million related to technology acquired and $4.0 million related to customer relationships. The $31.1 million excess of purchase consideration over the fair value of net assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes.

3. NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options, restricted stock units, and shares to be purchased under the employee stock purchase plan. Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted net income (loss) per share if their effect would be anti-dilutive to earnings per share; therefore, in periods of net loss, shares used to calculate basic and dilutive net loss per share are equivalent.

The following table reconciles the weighted average shares outstanding for basic and diluted net income (loss) per share for the periods indicated:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)



	Years Ended December 31,
	2016		2015		2014
Net income (loss)	$	21.0	$	14.0	$	(3.1	)
Weighted average shares used in computing basic net income (loss) per share	39.3		38.6		37.9
Net income (loss) per share – Basic	$	0.53	$	0.36	$	(0.08	)
Net income (loss)	$	21.0	$	14.0	$	(3.1	)
Weighted average shares used in computing basic net income (loss) per share	39.3		38.6		37.9
Effect of dilutive securities	0.8		1.0		—
Weighted average shares used in computing diluted net income (loss) per share	40.1		39.6		37.9
Net income (loss) per share – Diluted	$	0.52	$	0.35	$	(0.08	)

The computation of diluted net income per share does not include 0.4 million and 0.7 million shares for the years ended December 31, 2016 and December 31, 2015, respectively, because their inclusion would have an anti-dilutive effect on net income per share.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

As of December 31, 2016 and 2015, the carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued expenses approximated their estimated fair values because of the short-term nature of these financial instruments. Money market funds are valued using a market approach based upon the quoted market prices of identical instruments when available or other observable inputs such as trading prices of identical instruments in inactive markets or similar securities. Derivatives are carried at fair value, as determined using standard valuation models, and adjusted when necessary for credit risk. Refer to Note 9 – Debt for additional information.

Our MDP Accelerator program is designed to cultivate heath care information technology start-ups and expand services offered to our provider network. MDP Accelerator portfolio investments as of December 31, 2016 and 2015 are typically made in the form of convertible notes receivable or cost method investments, which are included in investments and other assets on our Consolidated Balance Sheets. At September 30, 2016, we evaluated performance risk and fully impaired one of the convertible notes receivable. As there is no indication of performance risk related to the remaining notes receivable as of December 31, 2016, we estimate that the fair value of the notes receivable approximates cost, based on inputs including the original transaction prices, our own recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investments, subsequent rounds of financing, and changes in financial ratios or cash flows (Level 3).

As of December 31, 2016, we had $292.5 million outstanding on our term loan facility and we had not drawn on our revolving credit facility under the 2015 Credit Agreement (see Note 9 – Debt). As of December 31, 2015, we had $300.0 million outstanding on our term loan facility and nothing outstanding on our revolving credit facility. The credit facility carries a variable interest rate set at current market rates, and as such, the carrying value approximates fair values.

During the years ended December 31, 2016 and 2015, we utilized an interest rate swap to manage exposure to interest rates on the variable rate of our indebtedness. We designated our interest rate swap as a cash flow hedge, and changes in the fair value of the interest rate swap were recognized, net of taxes, in other comprehensive income (loss) until the hedged items are recognized in earnings. For the years ended December 31, 2016 and 2015, no amount was recognized in earnings related to our interest rate swap. There was no ineffectiveness associated with the interest rate swap, nor was any amount excluded from ineffectiveness testing, during the years ended December 31, 2016 and 2015. The interest rate swap expired in August 2016. As of December 31, 2016, we do not engage in any interest rate hedging activity. We do not enter into derivatives for trading or speculative purposes.

The estimated fair value of our interest rate swap agreement with a certain financial institution at December 31, 2015 was a liability of $0.2 million based on inputs other than quoted prices that were observable for the interest rate swap. Inputs included present value of fixed and projected floating rate cash flows over term of the swap contract.

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athenahealth, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity. It is our policy to recognize transfers between levels of the fair value hierarchy, if any, at the end of the reporting period; however, there have been no such transfers during any of the periods presented.



	Fair Value Measurements as of December 31, 2016, Using
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents:
Money market	$	15.0	$	—	$	—	$	15.0
Debt Securities:
MDP Accelerator portfolio	$	—	$	—	$	0.5	$	0.5
Total assets	$	15.0	$	—	$	0.5	$	15.5



	Fair Value Measurements as of December 31, 2015, Using
	Level 1		Level 2			Level 3		Total
Cash and cash equivalents:
Money market	$	10.0	$	—		$	—	$	10.0
Debt Securities:
MDP Accelerator portfolio	$	—	$	—		$	1.3	$	1.3
Total assets	$	10.0	$	—		$	1.3	$	11.3
Interest rate swap liability ^(a)	$	—	$	(0.2	)	$	—	$	(0.2	)
Total liabilities	$	—	$	(0.2	)	$	—	$	(0.2	)


^(a)	Recorded in accrued expenses on the Consolidated Balance Sheet.

The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3) as of the years ended December 31, 2016 and 2015:



	Fair Value Measurements Using Unobservable Inputs (Level 3)
	Year Ended December 31, 2016			Year Ended December 31, 2015
Balance, beginning of period	$	1.3		$	0.8
Additions	0.3			0.8
Conversion	(0.3		)	(0.3		)
Settlement	(0.3		)	—
Impairment	(0.5		)	—
Balance, end of period	$	0.5		$	1.3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:



	Years Ended December 31,
	2016			2015
Equipment	$	141.4		$	113.2
Furniture and fixtures	32.0			25.1
Leasehold improvements	34.4			32.5
Aircraft	15.6			15.1
Building	131.7			131.7
Building improvements	95.4			81.2
Land	23.1			23.1
Land improvements	6.5			5.9
Total property and equipment, at cost	480.1			427.8
Accumulated depreciation	(155.9		)	(116.0		)
Construction in progress	23.5			9.7
Property and equipment, net	$	347.7		$	321.5

Depreciation expense on property and equipment was $47.9 million, $40.1 million, and $31.5 million for the years ended December 31, 2016, 2015, and 2014, respectively.

6. CAPITALIZED SOFTWARE COSTS

Capitalized software consisted of the following:



	Years ended December 31,
	2016			2015
Capitalized internal-use software development costs	$	122.7		$	114.5
Acquired third-party software licenses for internal use	47.5			25.7
Total gross capitalized software for internal-use	170.2			140.2
Accumulated amortization	(82.9		)	(61.6		)
Capitalized internal-use software in process	38.5			28.9
Total capitalized software costs	$	125.8		$	107.5

Capitalized software amortization expense totaled $73.5 million, $53.4 million, and $33.2 million for the years ended December 31, 2016, 2015, and 2014, respectively. Future amortization expense for all capitalized software placed in service as of December 31, 2016 is estimated to be:



Year ending December 31,	Amount
2017	$	47.6
2018	20.3
2019	8.1
2020	7.5
2021	3.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

7. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

The following table summarizes the activity related to the carrying value of our goodwill during the years ended December 31, 2016 and 2015:



Gross balance as of January 1, 2015	$	198.1
Goodwill recorded in connection with the acquisition of Razor Insights, LLC	31.1
Gross balance as of December 31, 2015	$	229.2
Goodwill recorded in connection with the acquisition of Arsenal Health	0.8
Goodwill recorded in connection with the acquisition of Filament Labs, Inc.	10.7
Gross balance as of December 31, 2016	$	240.7

Purchased Intangible Assets

Finite-lived intangible assets acquired as of December 31, 2016 and 2015 are as follows:



	December 31, 2016
	Gross		Accumulated Amortization			Net
Developed technology	$	6.2	$	(0.7	)	$	5.5
Customer relationships	26.0		(14.7		)	11.3
Doctor network	104.0		(23.2		)	80.8
Drug information content	10.0		(7.6		)	2.4
Trade name	11.6		(4.4		)	7.2
Trademark	0.1		—			0.1
Above market leases	0.2		(0.1		)	0.1
Leases in place	9.5		(5.0		)	4.5
Total	$	167.6	$	(55.7	)	$	111.9



	December 31, 2015
	Gross		Accumulated Amortization			Net
Developed technology	$	13.5	$	(9.6	)	$	3.9
Customer relationships	25.4		(12.1		)	13.3
Doctor network	104.0		(15.2		)	88.8
Drug information content	10.0		(5.6		)	4.4
Trade name	11.5		(3.2		)	8.3
Trademark	0.1		—			0.1
Above market leases	3.0		(2.5		)	0.5
Leases in place	15.6		(8.9		)	6.7
Total	$	183.1	$	(57.1	)	$	126.0

Amortization expense on purchased intangible assets for the years ended December 31, 2016, 2015, and 2014 was $20.8 million, $24.0 million, and $28.6 million, respectively, and is included in cost of revenue and selling and marketing expense. Estimated amortization expense on purchased intangible assets, based upon our intangible assets at December 31, 2016, is as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)



Year ending December 31,	Amount
2017	17.6
2018	15.9
2019	15.2
2020	13.8
2021	11.5
Thereafter	37.9
Total	$	111.9

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

8. OPERATING LEASES AND OTHER COMMITMENTS

We maintain operating leases for facilities and certain office equipment. The facility leases contain renewal options and require payments of certain utilities, taxes, and shared operating costs of each leased facility. The rental agreements expire at various dates from 2017 to 2030.

Rent expense totaled $13.7 million, $9.8 million, and $9.9 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2016 are as follows:



Year ending December 31,	Future Rent Payments
2017	$	16.0
2018	15.8
2019	14.5
2020	12.7
2021	13.0
Thereafter	74.4
Total minimum lease payments	$	146.4

9. DEBT

On May 5, 2015, we entered into an amended and restated credit agreement, which we refer to as the 2015 Credit Agreement. The 2015 Credit Agreement amended and restated our previous credit agreement, dated as of May 10, 2013, which we refer to as the 2013 Credit Agreement, and provides for a $500.0 million senior credit facility, or 2015 Senior Credit Facility, consisting of a $300.0 million unsecured term loan facility and a $200.0 million unsecured revolving credit facility. As of December 31, 2016 and 2015, $292.5 million and $300.0 million was outstanding on the unsecured term loan facility, respectively. A portion of the proceeds received from the 2015 Senior Credit Facility were used to repay the outstanding revolving loans under the 2013 Credit Agreement such that there were no revolving loans outstanding on the closing of the 2015 Credit Agreement.

The 2015 Credit Agreement contains terms and conditions that are customary to credit facilities of this nature. The Senior Credit Facility may be used for refinancing existing indebtedness and for working capital and other general corporate purposes. We may increase the revolving credit facility up to an additional $100.0 million and may increase the term loan facility to the extent that such amount will not cause us to be in breach of our financial covenants, subject to certain conditions, including obtaining lender commitments. The 2015 Senior Credit Facility matures on May 5, 2020, although we may prepay the 2015 Senior Credit Facility in whole or in part at any time without premium or penalty, and the unutilized portion of the commitments may be irrevocably reduced or terminated by us in whole or in part without penalty or premium.

At our option, any loans under the 2015 Senior Credit Facility (other than swing line loans) will bear interest at a rate equal to (i) the British Bankers Association London Interbank Offered Rate, or LIBOR, plus an interest margin based on our consolidated leverage ratio, or (ii) the base rate (which is the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50%, and (c) one month LIBOR plus 1.00%) plus an interest margin based on our consolidated leverage ratio. The interest rate for the 2015 Senior Credit Facility as of December 31, 2016 and 2015 was 1.61% and 1.74%, respectively. We will pay a commitment fee during the term of the 2015 Senior Credit Facility, which varies between 0.20% and 0.40% based on our consolidated leverage ratio.

We incurred financing fees of $1.0 million for the 2015 Senior Credit Facility, which are being amortized as interest expense in the Consolidated Statements of Income over the five-year term of the agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

Future principal payments of the unsecured term loan facility at December 31, 2016 were as follows:



	Amount
2017	18.8
2018	20.6
2019	28.1
2020	225.0
Total	$	292.5
Less current portion	18.8
Long-term portion	$	273.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

10. STOCK-BASED COMPENSATION

Total stock-based compensation expense for the years ended December 31, 2016, 2015, and 2014 was as follows:



	Year Ended December 31,
	2016		2015		2014
Stock-based compensation charged to:
Cost of revenue	$	17.9	$	14.5	$	12.0
Selling and marketing	19.0		18.4		14.6
Research and development	12.3		9.0		7.2
General and administrative	17.3		22.2		21.7
Total stock-based compensation expense	$	66.5	$	64.1	$	55.5

In addition, for the years ended December 31, 2016 and 2015, $2.2 million and $7.3 million of stock-based compensation was capitalized in the Capitalized software costs, net line item in the Consolidated Balance Sheets. For the years ended December 31, 2016 and 2015, amortization of stock-based compensation associated with capitalized software was as follows:



	Year Ended December 31,
	2016		2015		2014
Amortization of capitalized stock-based compensation expense included in:
Cost of revenue	$	4.9	$	4.4	$	2.3
Research and development	0.1		—		—
Total capitalized software amortization expense	$	5.0	$	4.4	$	2.3

Stock Plans

2007 Stock Option and Incentive Plan. In 2007, the Board of Directors adopted, and our stockholders approved, our 2007 Stock Option and Incentive Plan, which we refer to as the 2007 Plan. In 2011 and most recently in 2013, the Board of Directors and our stockholders approved amendments and restatements of the 2007 Plan. The 2007 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, deferred stock awards, unrestricted stock awards, cash-based awards, performance share awards, and dividend equivalent rights. The 2007 Plan is administered by the Compensation Committee of our Board of Directors. As administrator, the Compensation Committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the 2007 Plan. As of December 31, 2016, 2,085,817 shares were available for grant under the 2007 Plan.

Epocrates, Inc. 2010 Equity Incentive Plan. Pursuant to an Agreement and Plan of Merger, dated as of January 7, 2013, among athenahealth, Inc.; Epocrates, Inc., a Delaware corporation; and Echo Merger Sub, Inc., a Delaware corporation; we assumed Epocrates, Inc.'s existing equity incentive plans, including its 2010 Equity Incentive Plan, which we refer to as the 2010 Plan. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, and other stock awards. In addition, the 2010 Plan provides for the grant of performance cash awards. The 2010 Plan is administered by the Compensation Committee of our Board of Directors. As administrator, the Compensation Committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the 2010 Plan. As of December 31, 2016, 536,648 shares of our common stock were available for grant under the 2010 Plan.

Stock Options

Options granted under the 2007 Plan and 2010 Plan may be incentive stock options or non-qualified stock options under the applicable provisions of the Internal Revenue Code. Incentive stock options are granted with exercise prices at or above the fair value of our common stock at the grant date as determined by the Board of Directors. Incentive stock options granted to employees who own more than 10% of the voting power of all classes of stock are granted with exercise prices at 110% of the fair value of our common stock at the date of the grant. Non-qualified stock options under the 2007 Plan may be granted with exercise prices up to the fair value of our common stock on the date of the grant, as determined by the Board of Directors. All

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

options granted vest over a range of one to four years and have contractual terms of between five and ten years. Options granted typically vest 25% per year over a total of four years at each anniversary.

The following table presents the stock option activity for the year ended December 31, 2016:



	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding – January 1, 2016	1.6		$	78.94
Exercised	(0.2	)	44.38
Forfeited	(0.1	)	133.83
Outstanding – as of December 31, 2016	1.3		82.68		5.1	$	45.5
Exercisable – as of December 31, 2016	1.1		$	70.42	4.6	$	45.0
Vested and expected to vest as of December 31, 2016	1.3		$	82.08	5.0	$	45.5

We recorded compensation expense in relation to these stock options of $6.6 million, $11.6 million, and $11.7 million, for the years ended December 31, 2016, 2015, and 2014, respectively.

The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted for the years ended December 31, 2015 and 2014. No stock options were granted in the year ended December 31, 2016.



	Year Ended December 31,
	2015	2014
Risk-free interest rate	1.06% - 1.57%	0.66% - 1.67%
Expected dividend yield	—%	—%
Expected option term (years)	3.0 - 5.0	3.0 - 5.0
Expected stock volatility	40% - 42%	46% - 47%

The risk-free interest rate estimate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected terms of the awards being valued. The expected dividend yield was based on our expectation of not paying dividends in the foreseeable future. We calculate the expected option term primarily based upon the contractual option term, the contractual vesting dates, and historical employee activity. We use company-specific historical and implied volatility information to generate the volatility assumptions.

As of December 31, 2016 and 2015, there was $4.1 million and $11.4 million, respectively, of unrecognized stock-based compensation expense related to unvested stock option share-based compensation arrangements granted under our stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 1.5 years. The weighted average fair value of stock options granted during the years ended December 31, 2015, and 2014 was $49.29, and $77.55, respectively. The intrinsic value of options exercised during the years ended December 31, 2016, 2015, and 2014 was $17.4 million, $44.3 million, and $53.5 million, respectively. The intrinsic value is calculated as the difference between the market value of the stock on the date of purchase and the exercise price of the options.

Restricted Stock Units

The majority of restricted stock units granted pursuant to the 2007 Plan and the 2010 Plan vest in either three or four equal annual installments on the anniversaries of the vesting start date. We estimate the fair value of the restricted stock unit awards contingent upon achieving performance conditions and the restricted stock units contingent upon only service conditions based on the fair market value on the grant date, which is equal to the market price of our common stock on the grant date. For awards where the vesting condition is contingent only on service, the fair value is amortized on a straight-line basis over the vesting period. For awards where vesting is subject to a performance condition, expense is estimated and adjusted on a quarterly basis, based on the assessment of the probability that the performance will be met, and is amortized over the vesting period. The following table presents the restricted stock unit activity for the year ended December 31, 2016:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)



	Shares		Weighted- Average Grant Date Fair Value
Outstanding – January 1, 2016	1.2		$	136.06
Granted	0.7		130.71
Vested	(0.5	)	123.83
Forfeited	(0.2	)	137.26
Outstanding – as of December 31, 2016	1.2		$	136.88
Expected to vest as of December 31, 2016	1.1		$	125.84

As of December 31, 2016, $104.3 million of total unrecognized compensation costs related to restricted stock units is expected to be recognized over a weighted average period of 2.5 years. Stock-based compensation expense of $58.1 million, $51.0 million, and $42.2 million was recorded for restricted stock units during the years ended December 31, 2016, 2015, and 2014, respectively. The weighted average fair value of restricted stock units granted during the years ended December 31, 2016, 2015, and 2014 was $130.71, $132.31, and $181.81, respectively. The intrinsic value of vested restricted stock units during the years ended December 31, 2016, 2015, and 2014 was $57.6 million, $61.6 million, and $78.5 million, respectively.

Employee Stock Purchase Plan

Our 2007 Employee Stock Purchase Plan allows employees of athenahealth and its subsidiaries as designated by our Board of Directors to purchase shares of our common stock. The purchase price is equal to 85% of the lower of the closing price of our common stock on (1) the first day of the purchase period or (2) the last day of the purchase period. The expense for the years ended December 31, 2016, 2015, and 2014 was $1.8 million, $1.5 million, and $1.7 million, respectively.

11. INCOME TAXES

The components of income (loss) before income tax (provision) benefit for the years ended December 31, 2016, 2015, and 2014 were as follows:



	2016		2015		2014
U.S.	$	17.6	$	17.1	$	(4.5	)
Non-U.S.	3.4		1.8		0.7
Total	$	21.0	$	18.9	$	(3.8	)

The components of our income tax (provision) benefit for the years ended December 31, 2016, 2015, and 2014 were as follows:



	2016			2015			2014
Current Provision:
Federal	$	(7.8	)	$	(11.8	)	$	(9.7	)
State	(1.0		)	(0.8		)	(0.9		)
Foreign	(1.1		)	(0.8		)	(0.4		)
	(9.9		)	(13.4		)	(11.0		)
Deferred Benefit:
Federal	5.3			5.8			10.7
State	4.3			2.5			0.9
Foreign	0.3			0.2			0.1
	9.9			8.5			11.7
Total income tax (provision) benefit	$	—		$	(4.9	)	$	0.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

The components of our deferred income taxes as of December 31, 2016 and 2015 were as follows:



	2016			2015
Deferred tax assets:
Federal net operating loss carryforward	$	0.6		$	—
State net operating loss carryforward	1.5			1.9
Research and development tax credits	6.6			3.6
Allowances for accounts receivable	0.5			0.4
Deferred rent obligation	12.4			12.0
Stock compensation	33.1			29.3
Other accrued liabilities	6.0			2.9
Deferred revenue	21.1			20.1
Other	1.9			1.5
Total gross deferred tax assets	83.7			71.7
Valuation allowance	(4.1		)	(4.0		)
Total deferred tax assets	79.6			67.7
Deferred tax liabilities:
Intangible assets	(31.7		)	(34.6		)
Capitalized software	(34.9		)	(23.6		)
Property and equipment	(10.8		)	(10.5		)
Investments	—			0.1
Total deferred tax liabilities	(77.4		)	(68.6		)
Net deferred tax assets (liabilities)	$	2.2		$	(0.9	)

During the years ended December 31, 2016, 2015, and 2014, we utilized tax attributes to reduce the current tax provision by $9.0 million, $12.9 million, and $9.9 million, respectively.

As of December 31, 2016, we had federal and state net operating loss, or NOL, carryforwards of approximately $72.2 million (which included $70.4 million was comprised of NOL carryforwards from stock-based compensation) and $50.5 million (which included $19.2 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income. The federal NOL carryforwards expire at various times from 2020 through 2036, and the state NOL carryforwards begin to expire in 2018. As of December 31, 2015, we had federal and state NOL carryforwards of approximately $85.6 million (which was comprised entirely of NOL carryforwards from stock-based compensation) and $67.9 million (which included $29.2 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income.

We generated NOL carryforwards from stock-based compensation deductions in excess of expenses recognized for financial reporting purposes, which are referred to as excess tax benefits. Excess tax benefits are realized when they reduce taxes payable, as determined using a “with and without” method, and are credited to additional paid-in capital rather than as a reduction of the income tax provision. During the years ended December 31, 2016, 2015, and 2014, we realized excess tax benefits from federal and state tax deductions of $7.5 million, $10.3 million, and $9.9 million, respectively. As of December 31, 2016, there are unrecognized federal and state excess tax benefits of $91.1 million and $24.2 million, respectively, which will be credited to additional paid-in capital when realized.

Our research and development, or R&D, tax credits carryforward is available to offset future federal and state taxes, and the credits expire at various times through 2036. We have federal and state R&D credits of $20.7 million (which relates entirely to the utilization of credits under the without method of accounting related to stock-based compensation) and $11.3 million (which includes $5.0 million from the utilization of credits under the without method of accounting related to stock-based compensation), respectively. These benefits, when utilized to reduce taxes payable, will be credited to additional paid-in capital.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31, 2016, 2015, and 2014:



	2016		2015		2014
Income tax computed at federal statutory tax rate	35	%	35	%	35	%
State taxes, net of federal benefit	4	%	7	%	6	%
Research and development credits	(46	)%	(32	)%	86	%
Permanent differences	7	%	13	%	(87	)%
Valuation allowance	—	%	3	%	(21	)%
Effective income tax rate	—	%	26	%	19	%

A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:



	2016			2015			2014
Beginning uncertain tax benefits	$	7.7		$	5.8		$	4.8
Prior year – decreases	—			—			(0.1		)
Prior year – increases	0.6			0.5			0.9
Current year – decreases	(0.6		)	(0.4		)	(0.2		)
Current year – increases	2.1			1.8			0.4
Ending uncertain tax benefits	$	9.8		$	7.7		$	5.8

Included in the balance of unrecognized tax benefits at December 31, 2016 are $8.4 million of tax benefits that, if recognized, would affect the effective tax rate. We anticipate that no material amounts of unrecognized tax benefits will either expire or be settled within 12 months of the reporting date.

Interest and penalties included in the tax provision amounted to a credit of $0.3 million for the year ended December 31, 2016. There were no interest and penalties included in the tax provision for the year ended December 31, 2015. Interest and penalties included in the tax benefit amounted to $0.8 million for the year ended December 31, 2014. Accrued interest and penalties amounted to $1.1 million and $1.2 million as of December 31, 2016 and 2015, respectively.

We are subject to taxation in Federal, various state, and Indian jurisdictions. All carryforward attributes generated in prior years may still be adjusted upon examination by the Internal Revenue Service or other tax authorities if they have been used or will be used in a future period. As of December 31, 2016, federal tax years after 2013, state tax years after 2012, and foreign tax years after 2008 remain open per the statute of limitations by the major taxing jurisdictions to which we are subject.

12. COMMITMENTS AND CONTINGENCIES

We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment discrimination claims and challenges to our intellectual property. We believe that we have adequate legal defenses and that the likelihood of a loss contingency relating to the ultimate disposition of any of these disputes is remote. When the likelihood of a loss contingency becomes at least reasonably possible with respect to any of these disputes, or, as applicable in the future, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, we will revise our disclosures in accordance with the relevant authoritative guidance.

Additionally, we will accrue a liability for loss contingencies when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We will review these accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Selected quarterly financial information follows for the year ended December 31, 2016:



	First Quarter¹			Second Quarter¹			Third Quarter¹			Fourth Quarter				Year
Revenue:
Business services	$	247.5		$	254.1		$	267.1		$	278.9			$	1,047.6
Implementation and other	8.6			7.8			9.6			9.3				35.3
Total revenue	256.1			261.9			276.7			288.2				1,082.9
Cost of revenue	132.4			132.9			134.7			133.5				533.5
Gross profit	123.7			129.0			142.0			154.7				549.4
Other Operating Expenses:
Selling and marketing	59.8			68.2			61.5			67.1				256.6
Research and development	30.3			28.8			31.0			44.4			²	134.5
General and administrative	33.3			33.3			34.3			30.8				131.7
Total other operating expenses	123.4			130.3			126.8			142.3				522.8
Operating income (loss)	0.3			(1.3		)	15.2			12.4				26.6
Other expense	(1.8		)	(1.5		)	(1.4		)	(0.9		)		(5.6		)
(Loss) income before income tax (provision) benefit	(1.5		)	(2.8		)	13.8			11.5				21.0
Income tax benefit (provision)	0.7			0.9			0.1			(1.7		)		—
Net (loss) income	$	(0.8	)	$	(1.9	)	$	13.9		$	9.8			$	21.0
Net (loss) income per share – Basic	$	(0.02	)	$	(0.05	)	$	0.35		$	0.25			$	0.53
Net (loss) income per share – Diluted	$	(0.02	)	$	(0.05	)	$	0.35		$	0.24			$	0.52
Weighted average shares used in computing net (loss) income per share:
Basic	39.0			39.3			39.4			39.5				39.3
Diluted	39.0			39.3			40.0			40.1				40.1

¹Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

²Includes $6.6 million of the $7.3 million in restructuring costs related to strategic workforce re-alignment disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

Net income (loss) per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except per share amounts)

Selected quarterly financial information follows for the year ended December 31, 2015:



	First Quarter¹			Second Quarter¹			Third Quarter¹			Fourth Quarter¹			Year¹
Revenue:
Business services	$	197.8		$	215.4		$	225.0		$	247.9		$	886.1
Implementation and other	8.6			9.3			11.1			9.6			38.6
Total revenue	206.4			224.7			236.1			257.5			924.7
Cost of revenue	105.7			112.5			120.3			123.7			462.2
Gross profit	100.7			112.2			115.8			133.8			462.5
Other Operating Expenses:
Selling and marketing	55.2			56.1			57.8			68.2			237.3
Research and development	27.5			28.4			26.7			28.4			111.0
General and administrative	29.8			29.9			28.1			30.5			118.3
Total other operating expenses	112.5			114.4			112.6			127.1			466.6
Operating (loss) income	(11.8		)	(2.2		)	3.2			6.7			(4.1		)
Other (expense) income:
Interest expense	(1.0		)	(1.5		)	(1.6		)	(1.6		)	(5.7		)
Other income	—			21.1			7.6			—			28.7
Total other (expense) income	(1.0		)	19.6			6.0			(1.6		)	23.0
(Loss) income before income tax benefit (provision)	(12.8		)	17.4			9.2			5.1			18.9
Income tax benefit (provision)	4.0			(8.1		)	(3.4		)	2.6			(4.9		)
Net (loss) income	$	(8.8	)	$	9.3		$	5.8		$	7.7		$	14.0
Net (loss) income per share – Basic	$	(0.23	)	$	0.24		$	0.15		$	0.20		$	0.36
Net (loss) income per share – Diluted	$	(0.23	)	$	0.24		$	0.15		$	0.19		$	0.35
Weighted average shares used in computing net (loss) income per share:
Basic	38.3			38.6			38.7			38.9			38.6
Diluted	38.3			39.3			39.5			39.8			39.6

¹Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

Net (loss) income per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.

F-29

EX-10.25 2 athn-20161231xexx1025.htm SERVICE AGREEMENT Exhibit

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into as of July 31, 2013 (the “Effective Date”), by and between athenahealth, Inc., a Delaware corporation with a primary business address of 311 Arsenal Street, Watertown, Massachusetts 02472 USA (hereinafter referred to as “Athena”), and Access Healthcare Services USA, LLC, a Delaware limited liability company with a primary business address of 8117 Preston Road, Suite 300, Dallas, Texas 75225 USA (“AHS USA”).

WHEREAS, Access Healthcare Services Private Limited, a company incorporated under the Indian Companies Act with a primary business address of Kochar Technology Park, SP-31AAmbattur Industrial Estate, Chennai 600058, Tamil Nadu, India (“AHS India”), is the 100% owner of AHS USA and will cause [Access Healthcare Services Philippines (or a similar name)], to be formed under the laws of the Philippines (“AHS Philippines”, together with AHS India, the “AHS Operating Companies”, AHS USA and the AHS Operating Companies, collectively, the “AHS Entities”);

WHEREAS, Athena and AHS India are parties to a certain Non-Disclosure Agreement dated as of September 5, 2012 (the “Existing NDA”);

WHEREAS, Athena, AHS USA, and AHS India entered into a certain Pilot Services Agreement, effective as of November 19, 2012 (the “Pilot Agreement”), under which AHS India provided business process services to Athena on a trial basis for the purpose of Athena's evaluation of the potential for entry into a longer-term definitive agreement between the parties thereto; and

WHEREAS, the parties hereto now desire to enter into such a definitive agreement and have the AHS Operating Companies provide the services set forth in Appendix A (together with any services set forth in a SOW entered into under this Agreement after the date hereof, the “Services”) to Athena under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Relationship of Agreements

This Agreement supersedes the Pilot Agreement in all respects, and the Pilot Agreement is hereby terminated in all respects, including any provision that purports to survive such termination. In the case of any conflict between this Agreement and the Existing NDA, the terms of this Agreement shall control, and, regardless of any provision hereof to the contrary, the conflicting terms from such agreement shall not be considered incorporated into this Agreement. There are no other prior or collateral understandings or agreements between the parties other than those specifically described herein.

2. Term and Termination

a. Term. The term of this Agreement shall commence as of the Effective Date and will continue until the seventh anniversary thereof, renewing automatically for successive two-year periods unless either party provides prior written notice of its intent not to renew at least six months prior to the expiration of the then-current term.

b. Definition. For purposes of this Agreement, “Change of Control” means any event or series of events after the Effective Date by which (i) any individual or entity (or multiple individuals or entities acting in concert) becomes the beneficial owner, directly or indirectly, of 50% or more of the equity securities entitled to vote for members of the governing body of AHS India on a fully-diluted basis (taking into account all such securities that such persons or entities have the right to acquire pursuant to any option right); or (ii) any individual or entity (or multiple individuals or entities acting in concert) acquires the power to exercise, directly or indirectly, a controlling influence over the management or policies of AHS India, or control over the equity securities entitled to vote for members of the governing body of any of AHS India on a fully-diluted basis (taking into account all such securities that such persons or entities have the right

**CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

to acquire pursuant to any option right) representing 50% or more of the combined voting power of such securities.

c. Termination for Cause by Athena. Athena may terminate this Agreement and/or any SOW upon written notice to AHS USA if (i) (A) AHS USA materially breaches Section 3(f) (exclusivity), Section 8 (Compliance with Laws), Section 10 (Non-Solicitation, Non-Compete), Section 11(b) (HIPAA), Section 13 (Intellectual Property), or Section 14 (AthenaNet Access and Use) of this Agreement and does not cure such breach or default within thirty days after receiving written notice from Athena to AHS USA specifying the breach or default (provided that if the nature of any breach is such that a complete cure would be impossible within such thirty-day period in the AHS Entities' reasonable judgment, and if the AHS Entities have made commercially reasonable and good faith efforts to cure such breach, then the cure period shall be extended for an additional thirty days (resulting in a total of sixty days from the date of notice for the cure)); (B) AHS USA materially breaches any provision of an SOW or any of the other provisions of this Agreement not addressed in (A) above and does not cure such breach or default within sixty days after receiving written notice from Athena to AHS USA specifying the breach or default; (C) AHS USA materially breaches the obligations or conditions in Section 12, such termination will be immediate upon AHS USAs receipt of written notice from Athena specifying the breach; (D) any of the AHS Entities makes any assignment for the benefit of creditors, is insolvent, or is unable to pay its debts as they mature in the ordinary course of business; (E) any of the AHS Entities commits any material act of dishonesty, gross carelessness or willful misconduct in material performance of this Agreement; or (F) any of the AHS Entities has instituted by or against it any proceedings in bankruptcy or under any insolvency laws or for reorganization, receivership, or dissolution (and if involuntary, the proceeding is not dismissed within 60 days); (ii) a Change of Control occurs and the amounts paid by Athena for the provision of the Services during the twelve months preceding such Change in Control constituted more than 45% of the total revenue of the AHS Entities during that period; or (iii) Anurag Jain ceases to be an officer or director of AHS India or an employee of AHS USA during the Transition Period (as defined in Section 3(d)). Upon termination of this Agreement pursuant to this paragraph, Athena shall have the right to exercise the Buyout Option (as defined in Section 4(a)).

d. Termination for Cause by AHS USA. AHS USA may terminate this Agreement and/or any SOW upon written notice to Athena, if Athena (i) materially breaches Section 13 (Intellectual Property) of this Agreement and does not cure such breach or default within fifteen days after receiving written notice from AHS USA specifying the breach or default; (ii) breaches its payment obligations under this Agreement and does not cure such breach within ten days after receiving written notice from AHS USA specifying the breach; (iii) materially breaches any provision of an SOW or any of the other provisions of this Agreement not addressed in clauses (i) or (ii) above and does not cure such breach or default within sixty days after receiving written notice from AHS USA specifying the breach or default; (iv) materially breaches the obligations or conditions in Section 12, such termination will be immediate upon Athena's receipt of written notice from AHS USA specifying the breach; (v) makes any assignment for the benefit of creditors, is insolvent, or is unable to pay its debts as they mature in the ordinary course of business; (vi) has instituted by or against it any proceedings in bankruptcy or under any insolvency laws or for reorganization, receivership, or dissolution (and if involuntary, the proceeding is not dismissed within 60 days); or (vii) commits any material act of dishonesty, gross carelessness or willful misconduct in material performance of this Agreement.

e. Termination for Convenience by Athena. Athena may terminate this Agreement for convenience at any time in accordance with this Section 2(e). Athena shall bear all reasonable transition and similar expenses of Athena and the AHS Entities incurred in connection with a termination for convenience. Upon termination of this Agreement pursuant to this paragraph, Athena shall have the right to exercise the Buyout Option.

i. Athena may elect to terminate this Agreement without paying any termination fees, provided that it does so on [___]** notice to AHS USA and provides the AHS Entities with work assignments that require a minimum number of full-time equivalents (“FTEs”) to provide the Services during each of the [___]** periods set forth in the table below, which minimum shall equal (A) the product of (1) the number of FTEs providing the Services on the day immediately preceding the date of notice of

termination, multiplied by (2) the percentage set forth opposite the applicable [___]** period in the table below, less (B) any FTEs providing the Services under an SOW that is terminated for failure to meet quality or productivity standards on or after the date of notice of termination. The wind-down set forth in the table below will be spread as evenly as possible throughout the applicable year.



For the [___]** period ending on…	…the percentage shall be:
the [___]** of the date of notice of termination	[___]**%
the [___]** of the date of notice of termination	[___]**%
the [___]** of the date of notice of termination	[___]**%
the [___]** of the date of notice of termination	[___]**%

ii. Athena may elect to terminate this Agreement immediately on notice of termination to AHS USA, provided that it pays a termination fee equal to the product of (A) the average aggregate monthly revenue recognized by the AHS Entities from the provision of the Services to Athena over the twelve full calendar months immediately preceding the effective date of the termination, multiplied by (B) the multiplier set forth in the table below opposite the period during which such termination is to take effect.



If the termination is to take effect.	…then the multiplier is:
prior to the end of the Transition Period	[___]**
on or after the end of the Transition Period and prior to the third anniversary of the end of the Transition Period	[___]**
on or after the third anniversary of the end of the Transition Period	[___]**

f. Termination for Convenience by AHS USA. AHS USA may terminate this Agreement for convenience on twelve months' notice at any time after the third anniversary of the end of the Transition Period. If AHS USA gives notice of termination for convenience, then [___]**.

g. Services. Upon the termination of this Agreement, the AHS Operating Companies will immediately cease providing the Services under all SOWs and, upon termination of an individual SOW, the AHS Operating Companies will immediately cease providing the Services under the applicable SOW.

h. Transition Assistance. Unless AHS USA has terminated this Agreement under Section 2(d), the AHS Operating Companies will provide a reasonable amount of assistance to Athena in connection with the transition of the Services to Athena or a third party; provided, however, that without AHS USAs written consent such assistance will in no event be required beyond six months following the termination date or expiration date (the “Transition Assistance Period”). Athena will pay AHS USA its fees for such assistance, which fees will be consistent with those fees usually and customarily charged by the AHS Entities to their customers for similar services, and for those services for which there are no established rates, the rate would be a commercially reasonable rate, together with any out-of-pocket costs and expenses reasonably incurred by the AHS Entities in connection with such services. If Athena requires that the Services be transitioned to a third party, as a pre-condition to such assistance, Athena will ensure that such third party signs a confidentiality agreement with the AHS Entities that requires such third party to protect the AHS Entities' confidential information with confidentiality terms no less stringent than those set forth herein. In no event will the transition assistance provided by the AHS Operating Companies to transition the Services to a third party include any license to the AHS Entities' Property (as defined in Section 13(a)).

i. Survival. The provisions of this Section 2, Sections 4 through 7, Section 9, Sections 10(a) and 10(b), Section 12, Section 13, and Sections 16 through 17 shall survive the termination of this Agreement, pursuant to the terms of such Sections.

3. The Services

a. Generally. The AHS Entities shall perform the Services in a professional and workmanlike manner and in the locations and at the Service Levels specified in Appendix A during the term of this Agreement. The AHS Entities shall not, absent the prior written consent of Athena, subcontract any portion of the Services, provided that Athena shall not unreasonably withhold consent for certain IT and technology development services provided by affiliates of the AHS Entities or entities that are affiliates of any family member of Anurag Jain, if the entities providing such services comply with such requirements as may be reasonably requested by Athena. The parties agree that Quibus Technologies Private Limited (“Quibus”) will be providing certain IT and technology development services under this Agreement and Athena hereby consents to Quibus's provision of such services. Athena shall, at its cost and in a timely manner, provide the information or materials and perform the actions required of it under Appendix A. The failure of any of the AHS Entities to perform its obligations under this Agreement shall be excused if and to the extent that its non-performance is caused by Athena's failure to perform its obligations under this Agreement or by circumstances beyond the reasonable control of the AHS Entities. Any change to the scope of the Services may only be effected as an amendment to Appendix A, executed in writing by the parties.

b. Statements of Work; Change Requests. Prior to the implementation of any new service or process to be included in the Services, the parties hereto shall develop a mutually acceptable Statement of Work (an “SOW”) in a form similar to that for each of the existing Services identified in Appendix A, which shall be deemed to be included in and considered part of Appendix A once effective and shall include the following:

i. Process description

ii. Basic employee skill profile

iii. Projected volumes

iv. Delivery location

v. Unit of measurement

vi. Price per unit

vii. Productivity parameters (if applicable), including ramp-time for new hires

viii. Quality metrics (if applicable)

ix. Turn-around-time requirements

The parties may agree in writing to any changes to the Services, including, without limitation, any revisions to an SOW, or to correct or update an assumption contained in an SOW that is inaccurate or has become inaccurate (a “Change Request”). Each party may accept or reject in its sole discretion any proposed Change Request submitted by the other party. Within ten business days of receipt of each such request from the other party, the receiving party will give written notice to the other party about what impact, if any, the proposed Change Request would have on each party's obligations under an SOW, including any changes in cost, if any, to Athena; the schedule associated with implementing the Change Request; and any other consequential changes. If a party elects to implement the Change Request in accordance with the details in the notice from the other party, the parties hereto shall use commercially reasonable efforts to enter into a mutually acceptable written agreement, which shall serve as an amendment to Appendix A, within fifteen business days of such election to effect the requested changes; no Change Request will alter the terms and conditions of this Agreement. No Change Request will have any contractually binding effect until such Change Request, or a writing based on such Change Request and discussions, has been executed by an authorized representative of each party.

c. Contribution of Resources

i. Athena shall dedicate such personnel resources to the relationship as may be reasonably necessary for the performance of its and AHS USA's obligations under this Agreement.

ii. Throughout the term of this Agreement, Athena shall have the right, at its expense, to have one or more of its employees on site at each facility at which the Services are provided, provided that such employees must comply with any of the AHS Entities' security or other requirements while they are at the facility and Athena will be responsible for obtaining any legal or regulatory approvals for having such employee on site. Each of the AHS Entities shall provide work space, materials, information, and other resources reasonably necessary for such employees to perform their duties and shall reasonably cooperate with the visa process and any other aspects of secondment for such employees.

d. Transition Period

i. “Transition Period” means the period starting on the Effective Date and ending on the earlier of (A) the date on which the AHS Entities have a total of 1,000 FTEs working on Athena's account or (B) the third anniversary of the Effective Date.

ii. Subject to the AHS Operating Companies' satisfaction of quality and productivity standards, Athena shall provide the AHS Entities with work assignments that require, and the AHS Entities shall provide staffing for, (A) at least [___]** FTEs working on Athena's account by the first anniversary of the Effective Date, (B) at least [___]** FTEs working on Athena's account by the second anniversary of the Effective Date, (C) at least [___]** FTEs working on Athena's account by the third anniversary of the Effective Date, (D) at least [___]** FTEs working on Athena's account by the fourth anniversary of the Effective Date, and (E) at least [___]** FTEs working on Athena's account by the fifth anniversary of the Effective Date (the number of FTEs required to be working on Athena's account by a particular date being referred to as a “Ramp-up Milestone”).

iii. With respect to any SOW, any failure, in any material respect, to meet quality and productivity standards applicable to such SOW and to cure such failure within sixty days of notice thereof shall result in no additional or increased work being assigned to the AHS Entities under such SOW until such failure is cured, except that the current level of work under such SOW will be maintained. Failure to meet such standards, in any material respect, for any SOW on three or more occasions shall constitute cause for termination of that SOW. Upon either failure to cure within the required period or the termination of any SOW, the parties hereto shall mutually agree upon new Ramp-up Milestones and the number of FTEs that must be working on Athena's account to keep the restrictions set forth under Section 3(f) in effect. Any such restrictions in effect immediately prior to any such failure to cure or termination shall remain in effect at least until the parties hereto so agree. If there are material failures to meet quality or productivity standards across two or more SOWs representing at least 50% of the services being provided by the AHS Entities to Athena (measured using FTEs), and such failures are not cured within the applicable cure periods, then such failures shall constitute cause for purposes of Section 2(c).

iv. After the AHS Entities have [___]** FTEs working on Athena's account, the amount of service provided to Athena (measured by the revenue recorded) during any calendar year may not decrease by more than [___]**% from the previous calendar year's volume, excluding the volume under any SOW that is terminated for the failure to meet quality and productivity standards at any point following the beginning of that previous calendar year.

v. Work assignments and mix during the Transition Period shall conform to a transition plan being developed by the parties hereto, as it may be revised from time to time by their mutual consent.

e. Dedicated Services

i. From the Effective Date on and once and for so long as [___]** or more FTEs are working on Athena's account in India, each of the AHS Operating Companies will segregate Athena workflows and employees working on Athena's account from their operations servicing other clients in a separate secured area to which only employees providing the Services to Athena have access. The AHS Entities shall employ measures to ensure that (A) employees never have access to computer screens or content with respect to both the Services and services provided to other clients of any of the AHS Entities; and (B) that employees of the AHS Entities who are not working on Athena's account are prevented from accessing or using any of Athena's Confidential Information.

ii. Personnel of the AHS Operating Companies dedicated to working on Athena's account shall not provide services to any other client of the AHS Entities during the period that such personnel are dedicated to working on Athena's account. For the avoidance of doubt, members of management of, and administrators at, any of the AHS Entities who provide managerial or administrative services, directly or indirectly, to clients of the AHS Entities generally, including Athena, shall not be considered “dedicated to working on Athena's account” and will not be prevented from accessing or using Athena's Confidential Information to the extent required for such employees to provide the Services.

iii. Until [___]** FTEs are working on Athena's account in India, workspaces and resources used by employees of AHS India working on Athena's account may be used on separate shifts by employees of AHS India who are not working on Athena's account.

iv. Subject to compliance with applicable law, Athena may place its hardware at the AHS Entities' facilities to help support production speed; the AHS Entities shall be responsible for the safety and security of such hardware. Athena shall be responsible for the costs directly associated with placing its hardware at the AHS Entities' facilities, including maintenance, transportation, customs, and any other government levies and for obtaining any licenses or approvals from the applicable government or regulatory authority.

v. Starting in 2015 and continuing throughout the term of this Agreement, the parties hereto will explore Athena's leasing of space in the facility or office park in which AHS India provides services to Athena and the possibility of collaborative work on Athena's business.

f. Exclusivity

i. Attached hereto as Schedule 1 is a list of each existing and prospective client of any of the AHS Entities that provides physician revenue cycle or electronic health record products or services.

ii. From the Effective Date until the first anniversary thereof, at all times when the most recent Ramp-up Milestone has been met, and at all times after the fifth anniversary of the Effective Date while at least [___]** FTEs are working on Athena's account, the following restrictions shall apply:

A. The AHS Entities shall not contract with any new clients that offer products and services that are similar in function to any offering of Athena to physician practices (e.g., any medical billing, practice management, electronic health record, patient communication, medical referral, patient pre-registration, insurance pre-authorization, health care business informatics, or mobile medical informatics product or service) (any of the foregoing, a “Competitive Offering”); provided that the AHS Entities may, at any time within 90 days following the Effective Date, contract with any prospective client of any of them identified prior to the Effective Date. Upon the request of AHS USA, Athena shall consent in writing to the AHS Entities providing products and services to new clients that offer a Competitive Offering, which consent shall not be unreasonably withheld or delayed; each such new client for which Athena consents to the provision of products or services by any of the AHS Entities shall be deemed to have been added to Schedule 2 without any further action by the parties.

B. Each person who works or has worked on Athena's account shall not work on the account of any of the AHS Entities' clients that are listed on Schedule 2 for six months after that person finishes working on Athena's account.

iii. The obligations of the AHS Entities under this Section 3(f) shall terminate upon the termination of this Agreement or the consummation of the Buyout Option.

g. [___]** Voice Services. AHS USA shall cause the AHS Entities to implement a voice-based service in [___]** by March 31, 2014.

h. Business Process Transformation. Throughout the term of this Agreement, each party hereto shall make good faith efforts to commit reasonable time and resources toward improving the efficiency and quality of the parties' coordinated workflows involved in the provision of the Services, allocating to this effort at least one full-time employee with sufficient skills and experience to accomplish the mutually agreed process improvement goals. If they have not done so already, the parties hereto shall, within 60 days following the Effective Date, establish a common methodology that they will use to achieve mutually agreed workflow efficiency and quality improvements. Any savings realized from such initiatives would be shared on a mutually agreeable basis by the parties. Athena will use good faith efforts to develop with the AHS Entities hospital revenue cycle and payor-related business.

i. Relationship Management

i. Relationship Managers. Each party hereto shall appoint an individual relationship manager to serve as the primary point of contact for all issues concerning the relationship between the parties (“Relationship Manager”). Each Relationship Manager will be reasonably available to discuss matters of mutual concern with the other parties at the request of any of them. All Relationship Managers will have direct access to the top executives at their respective organizations to resolve issues promptly. Each party hereto may change its appointed Relationship Manager at any time by giving written notice to the other parties. The Relationship Managers shall meet, or conduct a telephone conference, at least weekly, to clarify and mutually resolve matters arising under this Agreement.

ii. Information Flow. To inform the business process improvements contemplated above, AHS USA shall provide the following information to Athena: (A) a quarterly report of the financial performance of the AHS Entities' operations dedicated to Athena, which shall include the units of the Services provided, calculation of the degree to which the AHS Entities met service levels and quality standards, and a list of salary ranges for each job title of employees of the AHS Entities involved in providing the Services, together with such additional information as the parties hereto may agree is relevant; (B) as soon as practical after the Effective Date and each anniversary thereof, a list of all employees of the AHS Entities working on Athena's account, together with their job titles; (C) monthly and quarterly business reviews that cover the production of each team under each SOW; hiring, training, and attrition metrics for each of the AHS Operating Companies; and such other capacity and utilization metrics as may be reasonably requested by Athena; and (D) monthly forecasts of productivity for each Process identified on Schedule 3, along with a calculation of the accuracy of the most recent forecast.

4. Buyout Option

a. At any time after the first anniversary of the Effective Date, and during the term of the Agreement or after termination of the Agreement, pursuant to Sections 2(c), 2(e), or 2(f), Athena shall have the right, at its sole discretion, to purchase the operations of the AHS Entities dedicated to Athena (the “Buyout Option”) by providing written notice to AHS USA stating its intention to exercise such right. The operations of the AHS Entities would be transferable to Athena, one of its affiliates, or a third party, and the structure of such acquisition would be finalized prior to execution of the purchase agreement effecting the buyout, as mutually agreed by the parties hereto.

b. The parties hereto would use commercially reasonable efforts and work on a mutually agreeable timeline to complete the purchase within six months from the date of the written notice, or such other period as may be mutually agreed by parties in writing.

c. Any purchase would be contingent on Athena's satisfaction, in its sole and absolute discretion, with the results of due diligence of each of the AHS Entities and their respective operations. The AHS Entities would cooperate in all aspects of the due diligence process. All transition-related expenses would be borne by Athena; each party shall bear its own transaction expenses relating to the purchase (e.g., lawyers and accountants).

d. The purchase would include:

i. acquisition of [___]**, including, but not limited to:

A. [___]**; and

B. [___]**;

ii. [___]**;

iii. [___]**;

iv. [___]**;

v. [___]**;

vi. [___]**; and

vii. [___]**.

e. The purchase price under the Buyout Option would be the greater of (i) [___]** and (ii) [___]**, in each case multiplied by the multiplier set forth in the table below opposite the period during which the purchase occurs and less the aggregate amount of outstanding principal and interest under any loans from Athena to any of the AHS Entities and increased by the amount of any taxes paid in advance by any of the AHS Entities in respect of the operations acquired by Athena, to the extent that such taxes apply to the period following such acquisition.



If the purchase is to occur...	then the multiplier is:
after the first anniversary of the Effective Date and before the end of the Transition Period	[___]**
on or after the end of the Transition Period and before the third anniversary of the end of the Transition Period	[___]**
on or after the third anniversary of the end of the Transition Period	[___]**

f. For the purposes of this Agreement, [___]**. Such revenue shall be further adjusted over the calculation period by each of the following for the operations being acquired:

i. [___]**.

ii. [___]**;

iii. [___]**; and

iv. such other adjustments as the parties hereto may mutually agree upon.

5. Representations, Warranties, and Covenants of AHS USA. AHS USA represents and warrants to Athena that:

a. None of the AHS Entities or any of their respective employees or agents: (i) has been convicted of a federal health care crime; (ii) has been excluded from participation in any federal health care programs; or (iii) is currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion, and they will notify Athena immediately if any of the foregoing occur.

b. During the term of this Agreement, the AHS Entities will implement and maintain a compliance program intended to conform in material respects with the guidelines set forth in the U.S. Sentencing Guidelines and the Office of Inspector General's Compliance Program Guide for Third Party Medical Billing Companies. Upon request, the AHS Entities will provide a copy of the compliance plan for such program to Athena, on condition that such plan is treated as Confidential Information.

c. On a continuing basis throughout the term of this Agreement, the AHS Entities shall not knowingly or as a result of gross negligence permit any media, data, or software provided by any of them to Athena to contain any code, virus, or other mechanism to disable, adversely affect, harm, or grant unauthorized access or use to Athena systems, equipment, or data. AHS USA shall promptly notify Athena of the discovery of any such code, virus, or mechanism.

d. On a continuing basis throughout the term of this Agreement, that no software provided by the AHS Entities to Athena or used by any of the AHS Entities with respect to performance of the Services violates any applicable law or regulation of the United States or any of its states or any of the laws of India, the Philippines, or any other country in which the Services are provided, or any of their states or political subdivisions, regarding export or import of software, technology, or encrypted data, and that all necessary governmental permits, licenses, and approvals have been obtained and will be maintained to permit performance of the Services as contemplated in this Agreement.

e. On a continuing basis throughout the term of this Agreement, that the encryption software used by the AHS Entities in connection with the Services complies substantially with the encryption requirements set forth in HCFA Internet Security Policy issued November 24, 1998, as it may be amended or updated from time to time, and provides encryption protection equal to or exceeding 128 bit encryption.

f. It has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery, and performance of this Agreement has been duly authorized by it; and all approvals, authorizations, and consents of any governmental or regulatory authority required in order for it to enter into and perform its obligations under this Agreement have been obtained or granted.

g. There have been no material breaches of the Existing NDA or the Pilot Agreement.

6. Representations, Warranties, and Covenants of Athena. Athena represents and warrants to AHS USA that:

a. Neither Athena, nor any of their respective employees or agents: (i) has been convicted of a federal health care crime; (ii) has been excluded from participation in any federal health care programs; or (iii) is currently under investigation or involved in any legal proceeding which may lead to such a conviction or exclusion, and it will notify AHS USA immediately if any of the foregoing occur.

b. During the term of this Agreement, it will implement and maintain a compliance program intended to conform in material respects with the guidelines set forth in the U.S. Sentencing Guidelines and the Office of Inspector General's Compliance Program Guide for Third Party Medical Billing Companies. Upon request, it will provide a copy of the compliance plan for such program to AHS USA, on condition that such plan is treated as Confidential Information.

c. On a continuing basis throughout the term of this Agreement, it shall not knowingly or as a result of gross negligence permit any media, data, or software it provides to any of the AHS Entities to contain any code, virus, or other mechanism to disable, adversely affect, harm, or grant unauthorized access or use to any of the AHS Entities' systems, equipment, or data. It shall promptly notify AHS USA of its discovery of any such code, virus, or mechanism.

d. On a continuing basis throughout the term of this Agreement, that no software provided by it to any of the AHS Entities violates any applicable law or regulation of the United States or any of its states regarding export or import of software, technology, or encrypted data, and that all necessary governmental permits, licenses, and approvals have been obtained and will be maintained to permit performance of the Services as contemplated in this Agreement.

e. On a continuing basis throughout the term of this Agreement, that the encryption software used by Athena in connection with the Services complies substantially with the encryption requirements set forth in HCFA Internet Security Policy issued November 24, 1998, as it may be amended or updated from time to time, and provides encryption protection equal to or exceeding 128 bit encryption.

g. There have been no material breaches of the Existing NDA or the Pilot Agreement.

7. Disclaimer

OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON¬INFRINGEMENT. NO PARTY'S AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION, OR ADDITION TO THIS LIMITATION AND EXCLUSION OF WARRANTIES IN THIS AGREEMENT.

8. Compliance with Laws

a. The parties hereto shall comply with all applicable laws, rules, and regulations in their performance of this Agreement. Each party will, at its own expense, cooperate with, and provide any necessary information to, the other parties to the extent reasonably required for such compliance.

b. The parties will promptly negotiate in good faith to amend this Agreement as necessary so as to incorporate any legally required contractual provisions and to allocate fairly between them the costs and burdens, if any, associated with performance of specific, legally required beyond those set forth herein or otherwise existing as of the Effective Date.

c. Compliance with New York Law

i. To the extent that in connection with this Agreement each party hereto receives or has access to health information sourced from or provided by the State of New York or any agency thereof, it agrees to comply with the following New York State AIDS/HIV Related Confidentiality Restrictions Notice:

“This information has been disclosed to you from confidential records, which are protected by state law. State law prohibits you from making any further disclosure of this information without the specific written consent of the person to whom it pertains, or as otherwise permitted by law. Any unauthorized further disclosure in

violation of state law may result in a fine or jail sentence or both. A general authorization for the release of medical or other information is not sufficient authorization for further disclosure.”

ii. No party hereto shall disclose Medicaid Confidential Data (as defined under statues or regulations of the State or New York) without prior written approval of the New York State Department of Health Office of Medicaid Management.

iii. To the extent that, in connection with the performance of this Agreement, a party hereto receives or has access to eligibility data from Medicare or any Medicaid Program, that party will restrict its access to such Medicaid and Medicare eligibility data to the sole purpose of verification of patient eligibility for Medicaid and Medicare benefits respectively where the patient has requested such payment for medical services.

d. Compliance with International Worker Protection Laws. Each of the AHS Operating Companies will comply with employee and workplace laws, regulations, and requirements in the countries in which it provides the Services and will provide to Athena, upon Athena's reasonable request from time to time, appropriate written assurances regarding the specific compliance steps and measures that such AHS Operating Company has taken.

9. Pricing and Payment

Athena shall pay to AHS USA the fees for the Services at the rates set forth in each SOW in Appendix A hereto. AHS USA shall invoice Athena for the Services provided each month by the 10th of the following month. Athena shall remit payment to AHS USA for all invoiced amounts not subject to reasonable dispute by wire transfer to a bank account designated by AHS USA within thirty days after Athena's receipt of such invoice. If Athena does not cure any failure to pay invoiced amounts on a timely basis within ten days after notice from AHS USA of such failure, any unpaid balance will bear interest at 1.5% per month or, if less, the maximum rate allowed by law. In case Athena disputes in good faith all or any part of the invoice amount, then the same shall be communicated by Athena to AHS USA within seven days from the date of receipt of invoice from AHS USA. The parties shall mutually discuss and cooperate with each other to resolve the dispute relating to the invoice and, in case the parties are not able to come to a resolution, then the same shall be referred to a dispute resolution mechanism in Section 17; provided, however, that Athena hereby agrees to pay the entire undisputed invoice amount within the said payment period. All fees paid hereunder are non-refundable. Athena shall make all payments due hereunder without any right of set-off or chargeback. Within fifteen days after any expiration or termination of this Agreement or any SOW, Athena will pay to AHS USA any unpaid and undisputed fees due for the Services performed and other applicable charges, taxes, costs, and expenses to the effective date of termination or expiration, and AHS USA will credit (or pay in the event of a credit that cannot be applied) any unapplied credits properly due with respect to the Services performed to the date of termination or expiration, all as per the terms of the applicable SOW. Athena shall pay all taxes, including sales and use tax, but excluding any tax based upon the net income of the AHS Entities if imposed by any government as a result of payments made to AHS USA under this Agreement.

10. Non-Solicitation; Non-Compete

a. From the Effective Date until the first anniversary of the termination or expiration of this Agreement (unless the Agreement is terminated for cause by AHS USA), none of the AHS Entities shall, either directly or indirectly, solicit, recruit, retain, or hire (whether as an employee, consultant, or otherwise) any individual employed by Athena or any of Athena's Affiliates without Athena's consent. During the one year period after the termination or expiration of this Agreement, nothing in this section shall prohibit the AHS Entities from (i) engaging in general solicitation efforts not targeted at Athena or any of Athena's affiliates, such as, by way of example only, newspaper advertisements, Internet postings, or job fair events, or (ii) hiring any employee of Athena or any of Athena's affiliates who responds to any such general solicitation efforts set forth in (i) with Athena's consent, which shall not be unreasonably withheld.

b. From the Effective Date until the first anniversary of the termination or expiration of this Agreement, none of the AHS Entities shall, either directly or indirectly, solicit or encourage any client of Athena, or any potential client of Athena which any of the AHS Entities had contact on behalf of Athena, to purchase or use items or services competitive with those of Athena.

c. During the term of this Agreement, none of the founders of the AHS Entities will form another entity that is not performing Services for Athena and offers a Competitive Offering to other clients or offers products or services to any third party that offers a Competitive Offering. The foregoing will not preclude the founders from any investments in any entities where the founders do not have any involvement in the day-to-day operations of such entity.

11. HIPAA

a. Generally. During the term of this Agreement, Athena will provide the AHS Operating Companies with access to “Protected Health Information,” as that term is defined under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, as amended from time to time (collectively, “HIPAA”). Each of the AHS Operating Companies is therefore acting as a “Business Associate” (as defined under HIPAA) of Athena in the course of performing the Services. Athena and the AHS Operating Companies therefore agree to be bound by the Business Associate Terms and Conditions attached hereto as Appendix B. The AHS Operating Companies shall not provide AHS USA with access to any Protected Health Information at any time on or after the Effective Date, and, if AHS USA should gain access to any Protected Health Information, AHS USA shall immediately and automatically become bound by the terms set forth in Appendix B.

b. Security Measures. Capitalized terms used in this Section, but not otherwise defined, shall have the same meaning as those terms in 45 CFR §§160 through 164. In addition to and without diminishing its other obligations under this Agreement with respect to privacy, security, and confidentiality, the AHS Operating Companies will:

i. implement appropriate authentication and access controls to safeguard PHI consistent with the requirements of HIPAA;

ii. use appropriate encryption when it transmits PHI electronically;

iii. not store PHI beyond periods necessary to perform work under this Agreement and to conduct reasonable troubleshooting and quality control checking in connection with performance of such work;

iv. maintain a formal program to comply with privacy and security requirements, including written policies;

v. maintain a full-time privacy officer on location;

vi. not perform or allow performance of any work under this Agreement other than on the AHS Operating Companies' premises and ensure that such facilities are guarded at all times and access to them is controlled by key cards and posted guards or similar protection;

vii. restrict entry into work processing areas by proximity cards or similar protection; and

viii. restrict employee access to the Internet, e-mail, and removable media (including, without limitation, smart cards, USB devices, floppy disks, CDs, DVDs, removable hard drives, and tapes) to deter removal of PHI from the AHS Operating Companies' premises.

12. Confidentiality

a. Definition. Subject to Section 12(b) below, “Confidential Information” means any and all information pertaining to the business, products, services, or technology of a party hereto, or any third party on whose behalf that party holds such information in confidence, that is disclosed by that party (the “Disclosing Party”) or its agents to another party (the “Recipient”) or its agents, and (i) is identified as Confidential Information under any provision of this Agreement; (ii) is clearly labeled or otherwise identified in writing as confidential; (iii) is identified orally as confidential at the time of disclosure with written confirmation within fifteen days thereafter; or (iv) would be apparent to a reasonable person, familiar with the Disclosing Party's business and the industry in which it operates, to be of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party. Confidential Information shall include, but not be limited to, information considered “Confidential Information” under either the Existing NDA or the Pilot Agreement, financial information, business plans, marketing strategies, research and development activities, trade secrets, computer programs and codes, software design, network topology and security measures, claims processing rules and procedures, data relating to customers and customer transactions, pricing information, the terms of this Agreement (except to the extent that such terms must be disclosed by Athena or the AHS Entities in a filing with the Securities and Exchange Commission of the United States or similar entity in another jurisdiction), and information relating to the discussion or negotiation of any agreement or other relationship between any of the parties hereto.

b. Exceptions. Regardless of any other provision of this Agreement to the contrary, Confidential Information shall not include any information that (i) is or becomes publicly available (other than through unauthorized disclosure by the Recipient or any of its affiliates, agents, or employees), (ii) is shown by written record to have been in the possession of or known to the Recipient prior to its disclosure hereunder, (iii) is shown by written record to have been independently developed by the Recipient without access to or use of the Confidential Information of the Disclosing Party, or (iv) is shown by written record to have been made available without restriction to the Recipient by any person other than the Disclosing Party or any of its directors, officers, employees, attorneys, or other advisors without breach of any obligation of confidentiality of such other person.

c. Use and Disclosure. From and after the Effective Date, the Recipient shall hold and maintain all Confidential Information in the strictest confidence, without disclosure to any third party absent the prior written consent of the Disclosing Party, and shall use such information solely for the purpose of performing the Recipient's obligations under this Agreement. The Recipient shall use reasonable care to maintain the confidentiality of Confidential Information, provided that such care shall be at least as great as the precautions taken by the Recipient to protect its own confidential information. Regardless of any provision of this Agreement to the contrary, the Recipient may disclose Confidential Information (i) on a “need-to-know” basis to any of the Recipient's (and in the case of AHS USAto the AHS Operating Companies and their) directors, officers, employees, and permitted contractors or subcontractors to the extent that the Recipient causes that individual to treat, hold, and maintain such Confidential Information in the strictest confidence and only use such Confidential Information for the purpose of performing the Recipient's obligations under this Agreement and (ii) as required by law or any court or governmental order, if, to the extent legally permissible, the Recipient provides the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek an appropriate protective order with respect thereto.

d. Return. Following termination of this Agreement and upon the Disclosing Party's request, the Recipient will promptly deliver to the Disclosing Party all materials containing or consisting of Confidential Information in the Recipient's actual or constructive possession or control. At such time, the Recipient will also destroy any Confidential Information in an intangible format (e.g., electronic or magnetic) that is in its actual or constructive possession or control on equipment or media owned or controlled by Recipient. Despite any provision of this Agreement to the contrary, the Recipient may retain for its records a single copy of any correspondence between the Recipient and the Disclosing Party that contains Confidential Information, which correspondence will be kept strictly confidential by the Recipient.

e. Ownership. All Confidential Information is and shall remain the property solely of the Disclosing Party or the third party that provided such information to the Disclosing Party, and the Recipient shall not obtain any right, title, or interest in or to any Confidential Information under this Agreement or by the performance of any obligations hereunder. The Recipient may not decompile, reverse engineer, or disassemble any portion of the Disclosing Party's software, programs, or code.

f. Remedies. The Recipient acknowledges and agrees that, due to the unique and highly sensitive nature of the Confidential Information and PHI, a breach of this Section 12 would cause irreparable harm to the Disclosing Party for which the Disclosing Party could not be adequately compensated by money damages. Accordingly, the Recipient agrees that, in addition to all other remedies available to the Disclosing Party in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Section 12, the Disclosing Party shall, without the necessity of proving actual damages or posting any bond or other security, be entitled to injunctive relief, including, but not limited to, specific performance of the terms hereof.

13. Intellectual Property

a. AHS Entities' Property. The AHS Entities will retain all rights, title and interest in and to each Service or deliverable, or portion thereof (except for the Work Product set forth in Section 13(c)), all business processes, data, databases, data formats and structures, software, documents, functionality, interfaces, procedures, programs, records, reports, rules, screens, statistics, and similar items and all intellectual property rights and other rights therein, that is or was (i) disclosed or provided or made available or accessible by the AHS Entities to Athena or obtained by Athena from any of the AHS Entities in connection with this Agreement; (ii) developed or owned by the AHS Entities prior to the Effective Date; (iii) conceived and reduced to practice by the AHS Entities entirely on the AHS Entities' own time without using equipment, supplies, facilities, trade secrets or Confidential Information of Athena; (iv) licensed to the AHS Entities by a third party; or (v) generally applicable to the AHS Entities' products and services and are not unique to the business of Athena, as well as any intellectual property rights and derivative works associated with any of the foregoing (collectively, the “AHS Entities' Property”). No license is hereby granted to Athena in connection with AHS Entities' Property, other than a non-exclusive, non-transferable, non-sublicensable, personal, revocable license to use AHS Entities' Property for the performance of Athena's obligations under this Agreement during the term of this Agreement and during the Transition Assistance Period, and Athena shall not use AHS Entities' Property for any other purpose. Athena hereby irrevocably and exclusively assigns to the AHS Entities any and all right, title, and interest that Athena might have in or to any and all AHS Entities' Property and shall use all reasonable efforts to assist the AHS Entities in obtaining and enforcing, anywhere in the world, all applicable intellectual property rights in any AHS Entities' Property, in each case at the AHS Entities' expense.

b. Athena Property. All business processes, data, databases, data formats and structures, documents, functionality, interfaces, procedures, programs, records, reports, rules, screens, statistics, and similar items (i) disclosed or provided or made available or accessible by Athena to the AHS Entities or obtained by any of the AHS Entities from Athena in connection with this Agreement (including, but not limited to, data and databases provided by Athena under this Agreement that have been processed or altered by any of the AHS Entities and the formats for such data); (ii) developed or owned by Athena prior to the Effective Date; (iii) conceived and reduced to practice by Athena without using Confidential Information of any of the AHS Entities; or (iv) licensed to Athena by a third party, as well as any intellectual property rights and derivative works associated with any of the foregoing (all of the foregoing, collectively, “Athena Property”) is and will at all times remain the property solely of Athena or Athena's customers. No license is hereby granted to any of the AHS Entities in connection with Athena Property, other than a non-exclusive, non-transferable, non- sublicensable (except to permitted subcontractors performing Services), revocable license to use Athena Property for the performance of the AHS Entities' obligations under this Agreement, and none of the AHS Entities shall use Athena Property for any other purpose or in violation of Section 14. Each of the AHS Entities hereby irrevocably and exclusively assigns to Athena any and all right, title, and interest that AHS Entity might have in or to any and all Athena Property and shall use all reasonable efforts to assist Athena in obtaining and enforcing, anywhere in the world, all applicable intellectual property rights in any Athena Property, in each case at Athena's expense.

c. AHS-Developed Property. Upon exercise of the Buyout Option or the termination of this Agreement, and upon Athena's payment in full of any applicable fees for the Work Product (as defined below) and subject to Sections 13(a) and 13(b), Athena shall own all right, title, and interest in and to the following to the extent that they are developed by the AHS Entities for Athena pursuant to an SOW: (i) any explanation of benefits data entry tool used to provide services to Athena, to be developed under an SOW, and (ii) any other tool or process that relates exclusively to the delivery of Services to Athena and is developed by or behalf of any of the AHS Entities pursuant to an SOW between Athena and any of the AHS Entities for such development, as well as any intellectual property rights and derivative works associated with any of the foregoing ((i) and (ii) collectively, “Work Product”). Each of the AHS Entities shall use all reasonable efforts to assist Athena in obtaining and enforcing, anywhere in the world, all such applicable intellectual property rights, in each case at Athena's expense.

d. License to AHS Property. Upon the exercise of the Buyout Option and subject to the terms and conditions of this Agreement, the AHS Entities shall grant to Athena and its wholly owned subsidiaries a worldwide, non- assignable, non-sublicensable, personal, royalty-free, three-year license to use any other tools or processes owned by any of the AHS Entities and developed by or on behalf of any of the AHS Entities for Athena that relate to the delivery of Services to Athena (“Licensed IP”). Athena shall be responsible for the incremental direct costs incurred by the AHS Entities in connection with segregating and delivering the Licensed IP. The AHS Entities are under no obligation to provide any maintenance or upgrades for the Licensed IP and all maintenance and upgrades would be performed by the AHS Entities, at Athena's expense and pursuant to a separate written agreement by the parties. The AHS Entities own all right, title and interest in and to any derivative works to the Licensed IP.

14. AthenaNet Access and Use

a. Definitions

i. “athenaNet” means software applications, associated databases, and associated technology made available by Athena on an ASP basis that comprises Athena's athenaNet® multi-user practice and clinical management system. athenaNet technology includes, without limitation, the screens, functions, and formats for organizing or presenting data and data made available by Athena as part of athenaNet and the manuals, specifications, instructions, and training provided by Athena in connection with athenaNet, whether written or otherwise.

ii. “Other Systems” means other electronic systems or databases of Athena to which any of the AHS Operating Companies may need access rights for the performance of its obligations under this Agreement.

iii. “Athena Systems” mean athenaNet and Other Systems, collectively.

b. Access and Use. Each of the AHS Operating Companies shall comply with, and shall ensure that each of its users comply with, the following terms:

i. It will access and use the Athena Systems only as required to perform its obligations under this Agreement, including, without limitation to enter data or modify data or to upload or download documents, and in compliance with all written policies and procedures that Athena may provide to the AHS Entities from time to time (including, without limitation, policies and procedures for administering role-based access levels and adding and removing users).

ii. To the extent that, in order to provide the Services, it needs to use any software, hardware, equipment, or other technology that is licensed to Athena by a third party, it will access and use such technology only in compliance with such license. Athena shall provide the terms and restrictions of such license to the AHS Entities, secure for the AHS Operating Companies the right to access and use any such third-party system, and shall pay any fees, costs, and expenses associated with such access.

iii. It will not knowingly, directly or indirectly, export or transmit (A) any software, application, access to any Athena Systems, or any related documentation or technical data or (B) any product, part, process, or service that is the direct product of any of the Services in or to any country to which such export or transmission is restricted by regulation or statute without the prior written consent, if required, of the Office of Export Administration of the United States Department of Commerce or such other governmental entity as may have jurisdiction over such export or transmission. In addition, and without limitation of the foregoing, it will not knowingly, directly or indirectly, export or transmit any of the foregoing to any country other than as required to perform its obligations under this Agreement.

iv. In accessing or using the Athena Systems, it will not (A) make such access or use in connection with provision of any services to any third party; (B) make such access or use other than through and by its own employees who are registered with Athena individually as authorized users thereof; (C) make such access or use other than by electronically secure means and methods approved in advance in writing by Athena and only by the use of unique and confidential Login IDs and passwords applied to each individual user; (D) resell, lease, encumber, sublicense, distribute, publish, transmit, or provide such access or use to any third party in any medium whatsoever; (E) make such access or use accessible on any public system or multiple computer or user arrangement or network to anyone except itself and Athena; (F) derive specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on Athena Systems applications; (G) copy data or screens from the Athena Systems, except on an occasional basis as necessary to perform its obligations under this Agreement; or (H) knowingly input or post through or to the Athena Systems any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights, or rights of publicity of others or that contains any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Athena Systems or grant unauthorized access thereto.

v. It will not make or operate or permit operation of any copy of any elements of the Athena Systems, except as explicitly authorized by Athena in writing or as may be necessary for the provision of the Services. If and to the extent that it makes or operates any copy of the Athena Systems, such copy will belong exclusively to Athena and will be located only upon a server with a root password solely owned and controlled by Athena, and none of the AHS Entities will restrict or permit restriction of electronic or physical access of Athena to such server.

vi. In accessing or using the Athena Systems, it will not order, review, access, or use any data in excess of that reasonably necessary for it to perform its obligations under this Agreement.

vii. It will limit access to and use of the Athena Systems by its personnel to secure levels agreed to by Athena. Each of the AHS Operating Companies is responsible for the actions of individuals to which it grants access to the Athena Systems. If any of the AHS Entities or any of its employees discloses user credentials to an unauthorized person, the AHS Entities are validating the identity and authority of such person to act on its behalf as to any access or use of Athena Systems with such credentials and will be responsible for such access and use. Each of the AHS Entities will notify Athena immediately if it becomes aware of any unauthorized use of any Athena Systems username or password, or, where applicable, a user making more than three failed system log-on attempts during any given day, and will take reasonable steps with Athena to shut off access to the Athena Systems by the individual associated with such username or password.

c. Facility Security. With respect to a facility owned or leased by or on behalf of any of the AHS Operating Companies where it creates, receives, maintains, or transmits PHI on behalf of Athena, where applicable, it shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI and Athena's Confidential Information. Capitalized terms used in this Section, but not otherwise defined, shall have the same meaning as those terms in 45 CFR §§160 through 164. Such safeguards shall include, without limitation:

i. establishment and enforcement of appropriate clearance procedures and supervision to assure that its workforce follows the requirements of this Agreement consistent with the requirements of HIPAA;

ii. immediate and effective termination of access to PHI and Athena's Systems by any of its staff upon that person's termination or reassignment;

iii. training of its staff to assure that they comply with its obligations consistent with the requirements of HIPAA;

iv. implementation of appropriate disposal and reuse procedures with respect to documents and equipment to protect PHI consistent with the requirements of HIPAA;

v. implementation of appropriate authentication and access controls to safeguard PHI consistent with the requirements of HIPAA;

vi. use of appropriate encryption when it transmits PHI electronically;

vii. storage of PHI only for such periods as are necessary to perform work under this Agreement and to conduct reasonable troubleshooting and quality-control checking in connection with performance of such work;

viii. maintenance of a formal program to comply with privacy and security requirements, including written policies;

ix. maintenance of a full-time privacy officer at each of the AHS Operating Companies' facilities;

x. prevention of the performance of any of the Services other than on the AHS Operating Companies' premises;

xi. ensuring that the AHS Operating Companies' facilities are guarded on a 24-hour-per-day basis and access to them is controlled by key cards and posted guards or similar protection;

xii. restriction of entry into work processing areas by proximity cards or similar protection;

xiii. restriction of employee access to the Internet, e-mail, and removable media (including, without limitation, smart cards, USB devices, floppy disks, CDs, DVDs, removable hard drives, and tapes) to deter removal of PHI from the AHS Operating Companies' premises; and

xiv. active maintenance of an appropriate business continuity and disaster recovery plan to restore operations and services within the timeframes specified by Athena.

d. Audit

i. Each of the AHS Entities will keep accurate and appropriate business records pertaining to (A) the details of each transaction specified in the invoices billed by AHS USA to Athena to the extent necessary to substantiate the amounts billed; (B) the compliance program specified in Section 5(b); (C) the physical, administrative, and technical security controls and measures in respect of Confidential Information as specified in Section 11(b); (D) the security measures to be maintained as specified in this Section 14; and (E) access to and use of Athena Systems.

ii. The AHS Entities shall, as soon as practicable following written request of Athena, but no more frequently than quarterly, provide copies of their records to Athena to the extent reasonably necessary to verify any reports provided by any of them, compliance with the security measures outlined in this Agreement, compliance with their other obligations under this Agreement, or any charge or payment amount. Athena shall bear the costs relating to each such records request.

iii. Athena or its consultants may, upon reasonable advance written notice of no less than ten business days, conduct quarterly financial, operational, and security audits and assessments of the

AHS Entities' Athena-dedicated operations and any shared service functions that support Athena's account, which audits may include the physical, administrative, and technical security measures in place at any facility at which Services are provided. Such audits will take place during regular business hours at the principal offices of the party being audited or at a mutually agreed location. All audits will be scheduled in such a manner as not to interfere unreasonably with the operations of the party that is subject to the audit. Athena shall bear the costs relating to each such audit.

iv. The AHS Operating Companies will each obtain an SSAE-16 Service Organization Controls Report (“SOC 1”) no later than September 30, 2013, as well as such other reports and certifications as Athena may reasonably require from time to time, and shall actively maintain controls in the areas of information technology, security, and business operations sufficient to maintain a current SOC 1 Opinion regarding the sufficiency of the AHS Operating Companies' controls and a current ISO 27001 certification or its equivalent.

15. Insurance

The AHS Entities will use best efforts to apply for the following insurance as soon as possible after the Effective Date and after obtaining such insurance shall maintain throughout the remainder of the term of this Agreement commercial general liability insurance that covers bodily injury or death as a result of the provision of the Services, and under which Athena is named as an additional insured with respect to a third-party claim against Athena for such bodily injury or death arising as a proximate result of incorrect data entered into data fields in athenaNet by either of the AHS Operating Companies, where such incorrect data entry was not caused by the negligence, willful misconduct, or error or omission of Athena. Each such policy shall provide thirty days' prior notice of cancellation to Athena, and, upon request, a copy of the certificate thereof shall be delivered to Athena. The minimum limits of liability of such insurance, including applicable umbrella coverage, shall be $[___]** per claim and $[___]** annual aggregate. The foregoing insurance policy shall be maintained with companies which have a rating of at least “A-” and are within a financial size category of not less than “Class VIII” in the most current Best's Key rating Guide.

16. Indemnification; Limitations

a. Indemnification

i. Indemnification by AHS USA. Subject to the limitations imposed by Section 16(c), AHS USA shall indemnify, defend, and hold harmless Athena, Athena's Affiliates, and the respective directors, officers, managers, members, shareholders and employees of any of the foregoing (“Athena Indemnitees”) from and against any and all third party claims, suits, and proceedings and any related damages, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys' fees) (all of the foregoing, collectively, “Claims”) to the extent that such Claims relate to or arise out of any of the AHS Entities' (A) actions under Section 16(a)(iv)1-5; (B) breach of Section 12 of, or Appendix B to, this Agreement; (C) violation of any applicable law or regulation that relate to the Services; (D) negligence or willful misconduct in the entry of incorrect data in any data field in athenaNet that results in bodily injury or death (to the extent not resulting from the acts or omissions of the Athena Indemnitees or any representative of the Athena Indemnitees); (E) failure to pay any taxes as and when due associated with any failure to fulfill the AHS Entities' obligations as to taxes hereunder; or (F) the gross negligence or willful misconduct of any of the AHS Entities in the performance of the Services. AHS USA shall be relieved of any obligation to indemnify, defend, or hold the Athena Indemnitees harmless with respect to any such claims, demands, actions, damages, costs, and expenses to the extent they result from the acts or omissions of the Athena Indemnitees. “Affiliates” means, with respect to any legally recognizable entity, any other such entity directly or indirectly Controlling, Controlled by, or under common Control with such entity. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legally recognizable entity, whether through the ownership of more than fifty percent (50%) of the voting shares, by contract, or otherwise; but in any such case, such entity shall be deemed to be an Affiliate only so long as such Control exists.

ii IP Indemnification by AHS USA. Subject to the limitations imposed by Section 16(c), AHS USA shall indemnify, defend, and hold harmless the Athena Indemnitees from and against any and all third party claims, suits, or proceedings to the extent a claim is based on Athena's permitted use of the AHS Entities' Property or Work Product under this Agreement constituting an infringement of a patent issued as of the Effective Date, trademark, trade name, trade secret, copyright, or other intellectual property right, and AHS USA will pay those damages and costs finally awarded against the Athena Indemnitees in any monetary settlement of such suit or action that are specifically attributable to such claim. In the event that Athena's use of the same is enjoined as a result of such a claim, AHS USA shall, at its sole option and expense, either: (A) procure for Athena the rights necessary to continue using the AHS Entities' Property or Work Product; or (B) replace or modify the affected portion of the AHS Entities' Property or Work Product so that it no longer infringes or misappropriates the third party's rights, provided that such replaced or modified AHS Entities' Property or Work Product maintains the same functionality. If AHS USA reasonably determines that neither of these options is commercially reasonable, AHS USA may terminate this Agreement and Athena's further use of any infringing portion of the AHS Entities' Property or Work Product and Athena will have no further payment obligations hereunder except with respect to accrued fees. The indemnity set forth in this Section 16 will be Athena's sole and exclusive remedy and the AHS Entities' entire liability and obligation for any claim of infringement or misappropriation in connection with the subject matter of this Agreement The provisions of the foregoing indemnity will not apply with respect to any instances of alleged infringement based upon or arising out of (X) the AHS Entities' compliance with Athena's designs or specifications in the development of Work Product or (Y) the use by Athena of the AHS Entities' Property or Work Product: (I) in any manner for which the AHS Entities' Property or Work Product was not designed; (II) that has been modified by Athena or any third party; (III) in connection with or in combination with any product, device, or software that has not been supplied or approved by the AHS Entities; (IV) other than in compliance with this Agreement; or (V) in a manner that is not reasonably foreseeable.

iii. Indemnification by Athena. Subject to the limitations imposed by Section 16(c), Athena shall indemnify, defend, and hold harmless each of the AHS Entities and their Affiliates and their respective directors, officers, managers, members, shareholders, principals, and employees (“AHS Entities Indemnitees”) from and against any and all Claims to the extent that such Claims relate to or arise out of (A) Athena's actions under Sections 16(a)(ii)(X) or (Y); (B) Athena's breach of Section 12 or Appendix B to, this Agreement; (C) acts or omissions of Athena or its representatives in the provision of data; (D) Athena's violation of any applicable law or regulation; (E) business rules or instructions provided by Athena to the AHS Indemnitees under this Agreement or any actions duly taken by the AHS Entities in conformity with this Agreement, without error or defect by the AHS Entities and at the written request or instruction of Athena; (F) Athena's provision of services to Athena's customers, including any malpractice claims and defects or deficiencies in the service or products provided by Athena to its customers (to the extent the same is not caused by an act or omission of the AHS Entities); (G) Athena's failure to pay any taxes as and when due; or (H) Athena's gross negligence or willful misconduct in connection with this Agreement. Athena shall be relieved of any obligation to indemnify, defend, or hold the AHS Entities Indemnitees harmless with respect to any such claims, demands, actions, damages, costs, and expenses to the extent they result from the acts or omissions of the AHS Entities Indemnitees.

iv. IP Indemnification by Athena. Subject to the limitations imposed by Section 16(c), Athena shall indemnify, defend, and hold harmless the AHS Entities Indemnitees from and against any and all third party claims, suits, or proceedings to the extent a claim is based on the AHS Entities Indemnitees permitted use of the Athena Property under this Agreement constituting an infringement of a patent issued as of the Effective Date, trademark, trade name, trade secret, copyright, or other intellectual property right, and Athena will pay those damages and costs finally awarded against the AHS Entities Indemnitees in any monetary settlement of such suit or action that are specifically attributable to such claim. In the event that AHS Entities Indemnitees' use of the same is enjoined as a result of such a claim, Athena shall, at its sole option and expense, either: (A) procure for the AHS Entities Indemnitees the rights necessary to continue using the Athena Property; or (B) replace or modify the affected portion of the Athena Property so that it no longer infringes or misappropriates the third party's rights, provided that such replaced or modified Athena Property maintains the same functionality. If Athena, in its reasonable discretion, determines that neither of these options is commercially reasonable, Athena may terminate

this Agreement and the AHS Entities Indemnitees will have no further obligations hereunder. The indemnity set forth in this Section 16 will be the AHS Entities Indemnitees' sole and exclusive remedy and Athena's entire liability and obligation for any claim of infringement or misappropriation in connection with the subject matter of this Agreement The provisions of the foregoing indemnity will not apply with respect to any instances of alleged infringement based upon or arising out of the use of the Athena Property: (1) in any manner for which the Athena Property was not designed; (2) that has been modified byAHS Entities Indemnitees or any third party, unless approved in writing by Athena; (3) in connection with or in combination with any product, device, or software that has not been supplied or approved by Athena; (4) other than in compliance with this Agreement; or (5) in a manner that is not reasonably foreseeable.

v. Procedure. Each indemnitee shall promptly notify the party from which it is seeking indemnification of any Claim that might give rise to that party's obligations under this Section 16, and that party shall be relieved of such obligations as to that indemnitee if the indemnitee fails to provide such notice and that party is materially harmed by such failure. The indemnifying party shall have the right to immediately take control of the defense and investigation of such Claim and to employ and engage attorneys of its sole choice to handle and defend the same, at the its sole expense. Each indemnitee shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, and defense of each Claim and any appeal arising therefrom; provided, however, that the indemnitee may participate, at its own expense, in such investigation, trial, and defense of such Claim and any appeal arising therefrom. No party shall be liable for any costs or expenses incurred without that party's prior written authorization. No party shall settle any Claim on behalf of any indemnitee without that indemnitee's prior written consent.

b. Force Majeure. No party will be responsible or liable under this Agreement to the other party for any delay, error, lost data, failure to perform, interruption, or disruption in the Services or disclosure of data caused by or resulting from any natural fire, severe weather, earthquake, flood, or other natural disaster or act of God; power failure; failure of the world wide web, an internet service provider, the internet, or other non-proprietary means of communication/connectivity utilized in connection with the Services; hacking or electronic vandalism; or other unavailability of the means of electronic communication between the parties for the provision of information relating to or in connection with the Services; legal act of a public authority; or strike, lockout, riot, or act of war if such cause is beyond the reasonable control of the party otherwise chargeable and that party has otherwise acted with reasonable care and in conformity with this Agreement with respect to such cause. With respect to any disclosure, corruption, or unavailability of data, no party will be responsible under this Agreement if it has adopted reasonable, diligent, and appropriate steps to maintain the security of its communications and facilities and to maintain the security, availability, and integrity of practice and other information relating to the provision of the Services in its possession or control. Notwithstanding the foregoing, such cause will not include a party's lack of funds, lack of credit, or other financial inability to perform. If AHS USA or Athena intends to rely on any of the foregoing conditions to forgive its performance or lack of performance under this Agreement, it will timely so notify the other party in order to permit the other party in its sole but reasonable discretion to suspend or curtail its own performance under this Agreement for such time as the condition continues and, if such condition continues for seven business days or more, the party not affected by the force majeure event may terminate the Agreement upon one hundred and eighty days' notice to the other party, provided that such party provides such notice if at all within ten business days or such other period as mutually agreed between the parties following affected party's notification of reliance on this provision.

c. Limitation of Liability. Notwithstanding any provision of this Agreement to the contrary, no party hereto shall, in any event, regardless of the form of claim, be liable to the other party for (i) any indirect, special, punitive, exemplary, speculative, or consequential damages (including, but not limited to, any loss of use, loss of data, business interruption, and loss of income or profits), regardless of whether it had an advance notice of the possibility of any such damages; or (ii) damages relating to any claim that accrued more than two years before the institution of adversarial proceedings thereon. WITH RESPECT TO ALL CLAIMS, ACTIONS, AND CAUSES OF ACTION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT

SUCH DAMAGES ARE FORESEEN, THE RESPECTIVE LIABILITY HEREUNDER OF THE AHS ENTITIES, COLLECTIVELY, WILL NOT EXCEED, IN THE AGGREGATE: (A) FROM THE EFFECTIVE DATE OF THE [___]** UNTIL THE [___]** ANNIVERSARY OF THE EFFECTIVE DATE OF THE [___]**, THE GREATER OF (1) $[___]** OR (2) THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AHS USA BY ATHENA UNDER THE [___]** DURING THE [___]** PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE CLAIM, ACTION, OR CAUSE OF ACTION AROSE OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT; (B) FROM THE EFFECTIVE DATE OF ANY [___]** UNTIL THE [___]** ANNIVERSARY OF THE EFFECTIVE DATE OF ANY [___]**, THE GREATER OF (1) [___]** MULTIPLIED BY THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AHS USA BY ATHENA FOR THE MONTH PRECEDING THE DATE THAT THE CLAIM AROSE, OR (2) THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AHS USA BY ATHENA UNDER THE [___]** DURING THE [___]** PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE CLAIM, ACTION, OR CAUSE OF ACTION AROSE OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT; AND (C) AFTER THE [___]** ANNIVERSARY OF THE EFFECTIVE DATE OF [___]**, THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AHS USA BY ATHENA UNDER THE [___]** DURING THE [___]** PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE CLAIM, ACTION, OR CAUSE OF ACTION AROSE OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT (“LOOK BACK PERIOD”), LESS ANY FEES ALREADY ALLOCATED FOR PRIOR CLAIMS DURING THE LOOK BACK PERIOD. THE IMMEDIATELY FOREGOING LIMITATION IN THIS SECTION 16(c) WILL NOT APPLY TO THE EXTENT THAT CLAIMS, ACTIONS, AND CAUSES OF ACTION ARISE OUT OF, UNDER OR IN CONNECTION WITH AHS USAS OBLIGATIONS CONTAINED IN SECTION 13 (INTELLECTUAL PROPERTY), SECTION 12 (CONFIDENTIALITY), APPENDIX B, OR WITH RESPECT TO ANY ACT OR OMISSION OF THE AHS ENTITIES FOR WHICH ATHENA IS COVERED AS AN ADDITIONAL INSURED AS PROVIDED ABOVE IN SECTION 15, UP TO THE FINAL AMOUNT ACTUALLY RECOVERED BY ANY OF THE AHS ENTITIES FROM THE INSURER UNDER THE INSURANCE POLICY WITH RESPECT TO SUCH ACT OR OMISSION. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

17. General Provisions

a. Nothing in this Agreement is intended or shall be construed or interpreted to give any person or entity other than the parties hereto any legal or equitable right, remedy, or claim under or in respect of this Agreement or any provision contained herein.

b. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

c. If any controversy or claim arises relating to this Agreement, the parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within thirty days of the date when one party first notifies the other of the controversy or claim, either party may resort to litigation under Section 17(d).

d. This Agreement shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts. Any claims relating to this Agreement or the provision of the Services shall be brought in the federal or state courts sitting in Massachusetts, and AHS USA shall be considered the AHS Operating Companies' agent for service of process.

e. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between any of the parties hereto. The AHS Entities shall each be deemed to be an independent contractor. Except as expressly provided in this Agreement, each of the AHS Entities shall be responsible for all of its costs and expenses incurred in connection with the provision of the Services, including, but not limited to, all costs and expenses pertaining to its employees and agents.

f. No party may assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party; provided, however, that either party may assign its rights and obligations hereunder to any of its Affiliates or any successor-in-interest as the result of merger, consolidation, or the acquisition of all or substantially all of the assets of, or a majority equity interest in such party.

g. Any amendment of or supplement to this Agreement, and any waiver of any breach or provision hereof, must be in writing and signed by both parties.

h. All notices and other communications under this Agreement (other than routine operational communications) must be in writing and shall be deemed given (i) upon hand delivery, (ii) one day after deposit with an internationally recognized overnight courier with a reliable system for tracking delivery, or (iii) upon receipt of facsimile or electronic mail with confirmation of delivery, in each case to the address, facsimile number, or email address of the intended recipient set forth below or such other address, facsimile number, or email address as the intended recipient may specify by notice from time to time:



If to AHS USA	Access Healthcare Services USA, LLC Address: Attn: Facsimile: Email:

If to Athena:	athenahealth, Inc. 311 Arsenal Street Watertown, MA 02472 USA Attn: Facsimile: Email:

In witness whereof, the parties hereto have executed this Agreement as of the Effective Date,

Access Healthcare Services USA, LLC athenahealth, Inc.

By: /s/ Anurag Jain______________        By: /s/ Jonathan Bush_____________
Name: Anurag Jain                Name: Jonathan Bush
Title: Chairman                    Title: CEO

Date: July 31, 2013 Date: July 31, 2013

SCHEDULE 1

EXISTING AND PROSPECTIVE REVENUE CYCLE AND ELECTRONIC HEALTH RECORD CLIENTS

EXISTING CLIENTS

1 [___]**

2 [___]**

3 [___]**

4 [___]**

5 [___]**

6 [___]**

7 [___]**

8 [___]**

9 [___]**

10 [___]**

11 [___]**

12 [___]**

13 [___]**

14 [___]**

15 [___]**

16 [___]**

17 [___]**

18 [___]**

19 [___]**

20 [___]**

PROSPECTIVE CLIENTS

1. [___]**

2. [___]**

3. [___]**

4. [___]**

5. [___]**

6. [___]**

SCHEDULE 2

LISTING COMPETITORS

[___]**

SCHEDULE 3

PRICING



Location	Process	Voice/Non-Voice	Unit of Work	Productivity Guidance	Rate
India	BLADE	Non-Voice	Image	N/A	$[___]**
India	Data Entry	Non-Voice	EOB Line	N/A	$[___]**
India	Data Entry - New Patient	Non-Voice	EOB Line	N/A	$[___]**
India	Posting Analyst	Non-Voice	Transaction	N/A	$[___]**
India	PKC	Non-Voice	FTE Hour	N/A	$[___]**
India	Unpostables	Non-Voice	FTE Hour	N/A	$[___]**
India	Matchcon	Non-Voice	FTE Hour	N/A	$[___]**
India	Posting QA	Non-Voice	FTE Hour	N/A	$[___]**
India	Remittance Tracking	Voice	Claim	6 / hour	$[___]**
India	Unpostables Tracking	Voice	Claim	6 / hour	$[___]**
India	Denials Management - Voice	Voice	Claim	6 / hour	$[___]**
India	Denials Management - Non-Voice	Non-Voice	Claim	15 / hour	$[___]**
India	Expanded Services - Voice	Voice	Claim	6 / hour	$[___]**
India	Expanded Services	Non-Voice	Claim	15 / hour	$[___]**
India	Enrollment Services - Non-Voice	Non-Voice	FTE Hour	N/A	$[___]**
India	Enrollment Services - Voice	Voice	FTE Hour	N/A	$[___]**
India	Clinical Document Services - Clinical Skill Set	Non-Voice	FTE Hour	N/A	$[___]**
India	Clinical Document Services - Non-Clinical Skill Set	Non-Voice	FTE Hour	N/A	$[___]**
India	Coordinator	Voice	FTE Hour	N/A	$[___]**
India	Credentialing - Non-Voice	Non-Voice	FTE Hour	N/A	$[___]**
India	Credentialing - Voice	Voice	FTE Hour	N/A	$[___]**
[___]**	Claim Tracking - Voice	Voice	Claim	6 / hour	$[___]**
[___]**	Denials Management - Voice	Voice	Claim	6 / hour	$[___]**
[___]**	Enrollment Services - Voice	Voice	FTE Hour	N/A	$[___]**

APPENDIX B

BUSINESS ASSOCIATE TERMS AND CONDITIONS

1. Definitions. For purposes of this Appendix, capitalized terms used, but not otherwise defined in this Agreement or this Appendix shall have the same meaning as given to those terms in 45 CFR §§160 and 164, which definitions are incorporated in this Appendix by reference. For purposes of this Appendix, “Business Associate” refers to the AHS Operating Companies, and “Covered Entity” or “Athena” refers to Athena. “Privacy Rule” refers to the privacy standards adopted under HIPAA and set forth at 45 CFR Part 160 and Part 164 Subparts A and E. “Security Rule” refers to the security standards adopted under HIPAA and set forth at 45 CFR Part 160 and Part 164 Subparts A and C. “HIPAA Final Rule” refers to the regulations promulgated by the U.S. Department of Health and Human Services, which amended the HIPAA Privacy and Security Rules pursuant to the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), extending certain HIPAA obligations to business associates and their subcontractors.

2. Obligations and Activities of Business Associate. Business Associate will:

a. not use or disclose Protected Health Information that it receives from or on behalf of Athena or that it creates on behalf of Athena (collectively “PHI”) other than as permitted or required by this Appendix, or as required by law;

b. not use or disclose PHI in a manner that would violate the requirements of the Privacy Rule when done by Athena, except as permitted by Section 3, below;

c. use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Appendix and shall, after the compliance date of the HIPAA Final Rule, comply with the Security Rule with respect to Electronic PHI, to prevent use or disclosure of such information other than as provided for by the Agreement and this Appendix;

d. implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI (including electronic PHI);

e. mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Appendix;

f. report to Athena as soon as practicable and as required by HIPAA and the HITECH Act, as implemented by the HIPAA Omnibus Final Rule (“HIPAA Final Rule”) and any subsequent amendment thereto, or any subsequent rule or regulation interpreting or modifying HIPAA or the HITECH Act, any use or disclosure of PHI by Business Associate other than as provided for by this Agreement and any Security Incident (as defined in the Security Rule) with respect to electronic PHI;

g. upon discovery of any Breach involving Unsecured PHI, notify Athena of that Breach without unreasonable delay; provided, however, that the parties acknowledge and agree that this Section constitutes notice by Business Associate to Athena of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which notice to Athena by Business Associate shall be required only upon request. “Unsuccessful Security Incidents” shall include, but not be limited to, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denials of service, and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of PHI. Business Associate's notification to Athena shall include (i) identification, to the extent possible, of each individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been accessed, used, or disclosed through the Breach; (ii) any other information known to Business Associate that Athena is required to include in its notice to affected individuals; and (iii) any other information that would need to be included in Athena's accounting of disclosures under HIPAA or the HITECH Act, as implemented by the HIPAA Final Rule and any subsequent amendment thereto or any subsequent rule or regulation interpreting or modifying HIPAA or the HITECH Act;

h. ensure that any agent, including a subcontractor, to whom it provides PHI agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information;

i. provide access, at the request of Athena, to PHI in a Designated Record Set, to Athena or, as directed by Athena, to an Individual in order to meet the requirements under 45 CFR § 164.524;

j. make each amendment to PHI in a Designated Record Set that Athena directs or agrees to pursuant to 45 CFR § 164.526 at the request of Athena or an Individual;

k. make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary, in a time and manner designated by the Secretary, for purposes of the Secretary determining Athena's compliance with the Privacy Rule;

l. document such disclosures of PHI and information related to such disclosures as would be required for Athena to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528;

m. provide to Athena or an Individual, information collected in accordance with this Agreement, to permit Athena to respond to a request by that Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528;

n. establish and enforce appropriate clearance procedures and supervision to assure that its workforce follows requirements consistent with HIPAA;

o. act immediately and effectively to terminate access to PHI of any of its staff upon such staff member's termination or reassignment;

p. provide appropriate training for its staff to assure that its staff complies with its obligations consistent with the requirements of HIPAA; and

q. implement appropriate (i) disposal and reuse procedures with respect to documents and equipment, (ii) authentication and access controls, and (iii) appropriate encryption to protect PHI consistent with the requirements of the Security Rule.

3. Permitted Uses and Disclosures by Business Associate.

a. Except as otherwise limited in this Agreement or by other applicable federal or state law, Business Associate may use PHI to perform functions, activities, or services for, or on behalf of, Athena, and for the proper management and administration of Business Associate, provided that such use would not violate the Privacy Rule if done by Athena. To the extent Business Associate is carrying out any of Athena's obligations under the Privacy Rule pursuant to the terms of the Agreement or this Appendix, Business Associate shall comply with the requirements of the Privacy Rule that apply to Athena in the performance of such obligation(s). Business Associate will not record, store, or retain PHI in any form except as and to the extent necessary to provide its services. Business Associate will immediately cease such use when the provision of its services to Athena is complete.

b. Business Associate will not disclose PHI to any person or entity other than Athena or, to the extent required for the performance of Business Associate's services to Athena, the individual to whom such PHI relates or the medical practice from which that PHI was obtained. Business Associate may use PHI to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. § 164.502(j)(1).

c. With Athena's prior written consent, Business Associate may use PHI to provide Data Aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

d. With Athena's prior written consent, Business Associate may create de-identified PHI in accordance with the standards set forth in 45 C.F.R. § 164.514(b) and may use or disclose such de-identified data for any purpose.

4. Obligations of Athena.

a. Athena shall notify Business Associate of any limitation(s) in an applicable notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI. Athena shall provide such notice no later than fifteen days prior to the effective date of the limitation.

b. Athena shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. Athena shall provide such notice no later than fifteen days prior to the effective date of the change. Athena shall obtain any consent or authorization that may be required by the HIPAA Privacy Rule, or applicable state law, prior to furnishing Business Associate with PHI.

c. Athena shall notify Business Associate of any restrictions on the use or disclosure of PHI that Athena has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI. Athena shall provide such notice no later than fifteen days prior to the effective date of the restriction.

d. Athena shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule, the Security Rule, or the HIPAA Final Rule if done by Athena, except as permitted pursuant to the provisions of Section 3 of this Appendix.

5. Term and Termination.

a. Upon material breach of the terms of this Appendix by Business Associate, Athena:

i. will provide an opportunity for Business Associate to cure the breach or to end the violation, and, if Business Associate does not cure the breach or end the violation within the reasonable time specified by Athena, Athena will have the right to terminate this Agreement effective on notice of termination, without further liability by reason of such termination; or

ii. if cure is not possible, will have the right immediately to terminate this Agreement without further liability by reason of such termination;

b. Except as provided in paragraph (c) of this Section, upon any termination or expiration of this Agreement, Business Associate will return all PHI. Business Associate will retain no copies of PHI in any form.

c. If return or destruction of the PHI is not feasible, Business Associate will notify Athena in writing of the conditions that make its return or destruction not feasible. Business Associate will extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make its return or destruction not feasible, for so long as Business Associate maintains such PHI.

d. The obligations of Business Associate under paragraphs (b) and (c) of this Section will survive the termination of this Agreement.

6. Miscellaneous. The parties agree to take such action to amend the terms of this Appendix from time to time as is necessary for either party to comply with the requirements of HIPAA, the Privacy Rule, the Security Rule, and the HIPAA Final Rule. Any ambiguity in this Agreement will be resolved to permit compliance with the Privacy Rule and the Security Rule and the HIPAA Final Rule. Any notice under this Agreement shall be given by recognized overnight delivery service or by certified mail, and notice shall be

deemed to have been given upon receipt. This Appendix may be modified, or any rights under it waived, only by a written document executed by the authorized representatives of both parties. Nothing in this Appendix shall confer any right, remedy, or obligation upon anyone other than Business Associate and Athena. This Appendix is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (written and oral) regarding its subject matter.

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is entered into as of July 31,2013 (the “Support Agreement Effective Date”), by and between athenahealth, Inc., a Delaware corporation with a primary business address of 311 Arsenal Street, Watertown, Massachusetts 02472 USA (hereinafter referred to as “Athena”) and Access Healthcare Services Private Limited, a company incorporated under the Indian Companies Act with a primary business address of Kochar Technology Park, SP-31A Ambattur Industrial Estate, Chennai 600058, Tamil Nadu, India (“AHS India”) (AHS India and Athena, individually a “Party” and collectively, the “Parties”).

WHEREAS, Athena is concurrently entering into the Services Agreement, dated as of July 31, 2013, with Access Healthcare Services USA, LLC, a Delaware limited liability company with a primary business address of 8117 Preston Road, Suite 300, Dallas, Texas 75225 USA (“AHS USA”), a wholly owned subsidiary of AHS India, to perform certain healthcare related business process outsourcing services for Athena (“Services Agreement”) and such Services Agreement is attached hereto as Exhibit A;

WHEREAS, the Parties desire that AHS India support certain of AHS USA's obligations set forth in the Services Agreement and that AHS India guarantees certain current and future obligations of AHS USA under the Services Agreement; and

WHEREAS, the Parties desire that any new entity formed by AHS India, including AHS Philippines to be bound by certain provisions of the Services Agreement.

NOW, THEREFORE, in consideration of the promises contained herein the Parties agree as follows:

1. Definitions:

Any capitalized terms not otherwise defined in this Agreement have the meanings ascribed to them in the Services Agreement.

2. Operating Companies:

Pursuant to the Services Agreement, the Operating Companies will be providing the Services to Athena. The Parties acknowledge, however, that AHS Philippines has not been formed as of the Support Agreement Effective Date. Once AHS India forms AHS Philippines, AHS India will cause AHS Philippines to sign an agreement, which contains terms and obligations substantially similar to the terms and obligations of AHS India as set forth in Section 3 of this Agreement.

3. Obligations:

AHS India will be bound by the obligations in the following provisions of the Services Agreement, to the same extent as AHS USA: Section 2(h) (Transition Assistance), Section 3(c)(ii) (Contribution of Resources), Section 3(e) (Dedicated Services), Section 3(f) (Exclusivity), Section 3(g) ([ ]** Voice Services), Section 4 (Buy-Out Option), Section 8 (Compliance with Laws), Section 10 (Non-Solicitation, Non-Compete), Section 11 (HIPPA), Section 12 (Confidentiality), Section 13 (Intellectual Property), Section 14 (AthenaNet Access and Use), Section 15 (Insurance), and Appendix B (Business Associate Terms and Conditions). AHS India makes the same representations and warranties set forth in Section 5 (Representations, Warranties, and Covenants of AHS USA) of the Services Agreement to the extent such representations and warranties apply to AHS India.

4. Guarantee:

AHS India does hereby guarantee to Athena the punctual and faithful performance by AHS USA of each and every duty, promise, covenant, and obligation of AHS USA under and in accordance with the Services Agreement, including, without limitation, AHS USA's indemnification obligations

under Section 16(a)(i) (Indemnification by AHS USA) and Section 16(a)(ii) (IP Indemnification by AHS USA).

5. Duration:

This Agreement shall be co-terminous with the Services Agreement and continue in full force and effect throughout the term of the Services Agreement and any renewals or extensions thereof, and for so long as any of AHS USA's Obligations under the Services Agreement shall remain.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, AHS INDIA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE SERVICES. AHS INDIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO AGENT OR EMPLOYEE OF AHS INDIA IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION, OR ADDITION TO THIS LIMITATION AND EXCLUSION OF WARRANTIES IN THIS AGREEMENT.


7.	The guarantees, obligations, and promises of AHS India set forth in this Agreement are subject to the same limitations of liability set forth in Section 16(c) (Limitation of Liability) of the Services Agreement and the Force Majeure clause set forth in Section 16(b) of the Services Agreement.


8.	Nothing in this Agreement is intended or shall be construed or interpreted to give any person or entity other than the Parties hereto any legal or equitable right, remedy, or claim under or in respect of this Agreement or any provision contained herein.


9.	This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

10.

If any controversy or claim arises relating to this Agreement, the Parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within thirty days of the date when one Party first notifies the other of the controversy or claim, either Party may resort to litigation under Section 11.


11.	This Agreement shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts. Any claims relating to this Agreement or the provision of the Services shall be brought in the federal or state courts sitting in Massachusetts, and AHS USA shall be considered the AHS Operating Companies' agent for service of process.

12.

Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between any of the Parties hereto. AHS India shall be deemed to be an independent contractor. Except as expressly provided in the Services Agreement, AHS India shall be responsible for all of its costs and expenses incurred in connection with the provision of the Services, including, but not limited to, all costs and expenses pertaining to its employees and agents.

13.

No Party may assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party; provided, however, that either party may assign its rights and obligations hereunder to any successor-in-interest as the result of merger, consolidation, or the acquisition of all or substantially all of the assets of, or a majority equity interest in such Party.


14.	Any amendment of or supplement to this Agreement, and any waiver of any breach or provision hereof, must be in writing and signed by both Parties.


15.	This Agreement is the entire agreement of the Parties relating to the subject matter set forth herein. There are no other prior or collateral understandings or agreements between the Parties other than those specifically described herein.


16.	All notices and other communications under this Agreement (other than routine operational communications) must be in writing and shall be deemed given (a) upon hand delivery, (b) one day

after deposit with an internationally recognized overnight courier with a reliable system for tracking delivery, or (c) upon receipt or facsimile or electronic mail with confirmation of delivery, in each case to the address, facsimile number, or email address of the intended recipient set forth below or such other address, facsimile number, or email address as the intended recipient may specify by notice from time to time.



If to AHS India	AccessHealthcareServices Private, Ltd. Address: India Attn: Facsimile: Email:
If to Athena	Athenahealth, Inc. 311 Arsenal Street Watertown, MA 02472 USA Attn: Facsimile: Email:

In WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on their behalf by their fully authorized officers, all as of the day and year first written.

Access Healthcare Services Private Limited athenahealth, Inc.

By: /s/ Shaji Ravi    _________            By: /s/ Jonathan Bush_____________
Name: Shaji Ravi                    Name: Jonathan Bush
Title: Director                        Title: CEO

Date: July 31, 2013 Date: July 31, 2013

EX-10.26 3 athn-20161231xexx1026.htm CONSTRUCTION MANAGEMENT AGREEMENT Exhibit




	Document A102^TM – 2007

Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price

AGREEMENT made as of the _____ day of December, 2016

BETWEEN the Owner:

Athena Arsenal, LLC

311 Arsenal Street

Watertown, MA 02472

Telephone Number: (617) 402-1898

and the Contractor:

C.E. Floyd Company, Inc.

135 South Road

Bedford, MA 01730

for the following Project:

(Paragraph deleted)

Construction of new parking garage sited on the west end of the athenahealth campus in Watertown, MA, and associated site development and utility work. Project site abuts North Beacon Street to the south and Arsenal Street to the north. The Project includes construction of (i) a bridge connection to the existing building known as 311 Arsenal Street, and (ii) a generator pad/retaining wall at the west end of the existing building known as Building 39.

The Architect:

Walker Parking Consultants/Engineers, Inc.

20 Park Plaza, Suite 1202

Boston, MA 02116

Telephone: 617-350-5040

The Owner and Contractor agree as follows.

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

This document is not intended for use in competitive bidding.

AIA Document A201^TM–2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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TABLE OF ARTICLES



1	THE CONTRACT DOCUMENTS
2	THE WORK OF THIS CONTRACT
3	RELATIONSHIP OF THE PARTIES
4	DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
5	CONTRACT SUM
6	CHANGES IN THE WORK
7	COSTS TO BE REIMBURSED
8	COSTS NOT TO BE REIMBURSED
9	DISCOUNTS, REBATES AND REFUNDS
10	SUBCONTRACTS AND OTHER AGREEMENTS
11	ACCOUNTING RECORDS
12	PAYMENTS
13	DISPUTE RESOLUTION
14	TERMINATION OR SUSPENSION
15	MISCELLANEOUS PROVISIONS
16	ENUMERATION OF CONTRACT DOCUMENTS
17	INSURANCE AND BONDS

(Paragraphs deleted)

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral.

The priority for interpreting conflicts in the Contract Documents is set forth in Section 1.2.4 of the General Conditions of the Contract for Construction, AIA Document A201–2007, as modified by the parties and forming a part of the Contract Documents (sometimes referred to herein as "AIA Document A201-2007" or as the "General Conditions of the Contract").

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.

§ 2.1 If performance of the Work has commenced prior to the date of this Agreement, upon execution hereof this Agreement shall supersede all other prior agreements, written or oral, between the parties (except for any separate



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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agreement relating to preconstruction services as described in Section 2.2), and all Work and services performed by the Contractor in connection with the Project prior to the date of execution of this Agreement shall be covered by this Agreement and for all purposes deemed to have been performed pursuant to this Agreement.

§ 2.2 The Contractor has performed preconstruction services in connection with the Project prior to execution of this Agreement, including cost estimating, investigations of existing conditions, design review, consultation concerning construction feasibility and schedule, value engineering and other services. Such preconstruction services shall continue to be performed under this Agreement. Compensation to the Contractor on account of such preconstruction services shall be in accordance with the terms of the Preconstruction Services Agreement previously entered into by the parties.

§ 2.3 By executing this Agreement, the Contractor acknowledges that it has reviewed the design documents for clarity, completeness, constructability and coordination among trades. The intent of the Contractor’s participation in the investigation of existing conditions, review of the design documents, and other preconstruction activities is that the Contractor shall have, prior to commitment to a Guaranteed Maximum Price (GMP) and schedule for the Project, full and complete information as necessary concerning existing conditions at and surrounding the site and a full and complete understanding of the intent of, and specific requirements relating to, the design of the Work and the Owner’s objectives. If, in the course of its review of the design documents or its investigation of existing conditions or otherwise, the Contractor has discovered within the Drawings and Specifications or other design documents any errors, inconsistencies, ambiguities, omissions, lack of coordination or other discrepancies, non-compliance with building codes or other applicable laws, or constructability concerns (collectively, "discrepancies or omissions"), the Contractor shall promptly notify the Owner and the Architect in writing. The Contractor shall not be entitled to make a claim for additional cost or extension of time based on (i) any discrepancies or omissions in the design documents on which the Guaranteed Maximum Price is based, if the Contractor discovered such discrepancies or omissions during its review of the design documents but did not notify the Owner and the Architect as provided, or (ii) any alleged failure of the Construction Documents to be constructible, or (iii) existing conditions at the site, if such existing site conditions were discovered by the Contractor during the preconstruction phase or should have been discovered by the Contractor in the exercise of reasonable care as a construction manager in the investigation of existing conditions at the site.

ARTICLE 3 RELATIONSHIP OF THE PARTIES

The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s best skill, effort and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and most expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to (a) exercise best efforts to furnish and (b) approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 4.1 The date of commencement of the Work shall be the date set forth in a written notice to proceed issued by the Owner.

(Paragraphs deleted)

§ 4.2 The Contract Time shall be measured from the date of commencement.

§ 4.3 The GMP Amendment (hereafter defined) shall include a detailed critical path method master construction schedule for the Work (such master construction schedule, as amended from time to time with the written consent of the Owner, is referred to in the Contract Documents as the "Construction Schedule"), and the GMP Amendment shall specify the agreed date for Substantial Completion of the Work (the "Required Substantial Completion Date"). The Contractor shall achieve Substantial Completion of the

(Paragraphs deleted)

Work no later than the Required Substantial Completion Date, and shall achieve final completion of the Work no later than sixty (60) days after Substantial Completion, subject to adjustments of the Contract Time as provided in the Contract Documents.

(Paragraph deleted)



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 4.4 The Contractor acknowledges that the Owner will sustain costs or damages if the Contractor fails to achieve Substantial Completion on or before the Required Substantial Completion Date, including without limitation costs of alternative parking facilities or arrangements, additional administrative and professional costs, including additional fees of the Architect, the Owner’s representative or other consultants, and other losses and expenses, which would not have been incurred if the Required Substantial Completion Date had been met. If the Contractor fails to achieve Substantial Completion within a grace period of fourteen (14) days after the Required Substantial Completion Date (as adjusted by Change Orders in accordance with the Contract Documents), the Contractor shall be liable to the Owner for the Owner’s costs and damages arising out of such failure.

ARTICLE 5 CONTRACT SUM

§ 5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor’s Fee.

§ 5.1.1 The

(Paragraphs deleted)

Contractor Fee shall be equal to two and three quarters percent (2.75%) of the Cost of the Work. The Contractor’s Fee is intended to compensate the Contractor for all profit and all direct and indirect overhead for the performance of all of the Work in accordance with the Contract Documents.

§ 5.1.2 Adjustment of the Contractor’s Fee on account of changes in the Work shall be determined as provided in Section 6.2.

§ 5.1.3 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work are stated in Article 7 of the General Conditions of the Contract.

§ 5.1.4 Intentionally omitted.

§ 5.1.5 Unit prices, if

(Paragraphs deleted)

any, are set forth in the Specifications.

(Table deleted)

§ 5.2 GUARANTEED MAXIMUM PRICE

§ 5.2.1

(Paragraphs deleted)

At a time to be mutually agreed upon by the Owner and the Contractor, the Contractor shall prepare a Guaranteed Maximum Price proposal for the Owner’s review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Contractor’s estimate of the Cost of the Work, including contingency as described in Section 7.10, and the Contractor’s Fee.

§ 5.2.2

(Paragraphs deleted)

To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.

§ 5.2.3 The Contractor shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following:


.1	A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract;


.2	A list of the clarifications and assumptions made by the Contractor in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 5.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications;


.3	A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories, and including allowances, alternates accepted by the Owner, contingency, and the Contractor’s Fee;



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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(Paragraph deleted)


.4	The date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and


.5	A date by which the Owner must accept the Guaranteed Maximum Price (not less than 30 days).

(Table deleted)

§ 5.2.4 The Contractor shall meet with the Owner to review the Guaranteed Maximum Price proposal. In the event that the Owner discovers any inconsistencies or inaccuracies in the information presented, appropriate adjustments shall be made to the Guaranteed Maximum Price proposal, its basis, or both.

§ 5.2.5 If the Owner notifies the Contractor that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Contractor. Following acceptance of a Guaranteed Maximum Price, the Owner and Contractor shall execute a Guaranteed Maximum Price Amendment amending this Agreement (the "GMP Amendment"). The GMP Amendment shall set forth the agreed upon Guaranteed Maximum Price (also referred to in the Contract Documents as the "GMP") with the information and assumptions upon which it is based, including the date by which the Contractor shall achieve Substantial Completion of the Work.

§ 5.2.6 The Contractor shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the GMP Amendment, unless the Owner provides prior written authorization for such costs.

§ 5.2.7 The Contractor shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted, whether or not yet effective, at the time the GMP Amendment is executed.

§ 5.2.8 If upon completion of the Work the sum of the Cost of the Work and the Contractor’s Fee is less than the Guaranteed Maximum Price set forth in the GMP Amendment ("GMP Savings"), 100% of such savings shall be retained by, and shall belong to, the Owner, except as hereafter provided. If the Contractor achieves Substantial Completion of the Work (as defined in Section 9.8.1 of the General Conditions of the Contract) on or before the Required Substantial Completion Date, the Contractor shall be entitled to thirty percent (30%) of the GMP Savings. If the Contractor achieves Substantial Completion of the Work on or before the Required Substantial Completion Date and achieves final completion of the Work within thirty (30) days after Substantial Completion, the Contractor shall be entitled to an additional twenty percent (20%) of the GMP Savings, for a maximum total of fifty percent (50%) of the GMP Savings. The Contractor’s share of the GMP Savings, if any, shall be paid following completion of the Work and review by the Owner of the Contractor’s final accounting. If the Contractor does not achieve Substantial Completion by the Required Substantial Completion Date, the Contractor shall not be entitled to share in the GMP Savings.

§ 5.2.9 The Contractor represents to the Owner that the cost of each Allowance item included in the GMP is a reasonable estimate of the actual Cost of the Work associated with such Allowance item. If the Contractor determines that the Cost of the Work associated with any Allowance item is likely to exceed the corresponding Allowance amount listed for such item, the Contractor shall promptly notify the Owner in writing. Upon receipt of any such notice from the Contractor, the Owner may, in its sole discretion, either: (1) issue a Construction Change Directive or execute a Change Order which increases the Guaranteed Maximum Price by the additional amount necessary to furnish or construct such item; or (2) direct the redesign and/or reselection of such Allowance item to reduce the anticipated cost of furnishing or constructing such item (in which event the Contractor shall, and shall cause its Subcontractors to, cooperate in such redesign and/or reselection by evaluating the cost and construction-related issues of the proposed alternatives). If the actual Cost of the Work associated with any Allowance item is less than the corresponding cost for such item as listed, the Guaranteed Maximum Price shall be reduced by the difference between the cost for such item as listed and the actual cost of such item
(and the Contractor shall execute a Change Order so reducing the Guaranteed Maximum Price).

ARTICLE 6 CHANGES IN THE WORK

§ 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Section 7.1 of AIA Document A201–2007, General Conditions of the Contract for Construction.



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 6.2 The Contractor shall be allowed a mark-up for its Fee on changes increasing the GMP equal to the Contractor’s Fee percentage specified in Section 5.1.1, to be applied to the net increase in the direct cost to the Contractor of the extra work or changes in the Work, whether performed by the Contractor’s own forces or by Subcontractors. Mark-ups payable to Subcontractors shall be as specified in the General Conditions of the Contract. Change Work and any other Work performed by the Contractor’s own forces on a "time and materials" basis shall be compensable to the Contractor at rates approved by the Owner in writing in advance, which rates shall not exceed the hourly billing rates set forth in Exhibit G attached hereto, which rates are all inclusive (i.e., the rates include all payroll and other taxes, insurance, contributions, assessments and other benefits, etc.). Additional compensation to the Contractor on account of general conditions, general requirements, superintendence or overhead in connection with a change in the Work shall be allowed only if the Contractor can demonstrate that the change in the Work requires the Contractor to devote additional manpower or other resources on the Project. The Contractor’s billing rates shall be subject to adjustment on an annual basis at the end of each calendar year (the adjustment effective for 2017 is shown on Exhibit G).

§ 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of AIA Document 201-2007 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Contractor’s Fee as defined in Section 5.1.1 of this Agreement.

(Paragraph deleted)

ARTICLE 7 COSTS TO BE REIMBURSED

§ 7.1 COST OF THE WORK

§ 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than those customarily paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.

§ 7.1.2 Where any cost is subject to the Owner’s prior approval, the Contractor shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement.

§ 7.2 LABOR COSTS

§ 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner’s prior approval, at off-site workshops.

§ 7.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel when stationed at the site with the Owner’s prior approval, at the stipulated hourly billing rates set forth in Exhibit G.

§ 7.2.3 Wages and salaries of the Contractor’s supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, with the Owner’s prior approval, but only for that portion of their time required for the Work, at the stipulated hourly billing rates set forth in Exhibit G.

§ 7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. All such costs are included in the stipulated hourly billing rates set forth in Exhibit G. The Contractor’s personnel shall not be chargeable to the Project as Cost of the Work during periods of absence due to vacation or illness.

§ 7.2.5 Stipulated hourly billing rates for the Contractor’s supervisory and administrative personnel are stated in Exhibit G (which rates are all-inclusive). The stipulated billing rates set forth in Exhibit G are not subject to audit. Notwithstanding the foregoing, Owner shall have the right to request verification of the job title and experience of any of Contractor’s personnel in order to verify that the Contractor’s personnel are billed at the appropriate rate. The stipulated billing rates set forth in Exhibit G are subject to annual adjustment as provided in Section 6.2.

§ 7.3 SUBCONTRACT COSTS

Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.



			6
Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:30:39 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
/
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§ 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION

§ 7.4.1 Costs, including transportation and storage (if such storage and costs therefor have been specifically approved by the Owner in advance) of materials and equipment incorporated or to be incorporated in the completed construction, less all discounts and rebates.

§ 7.4.2 With the prior approval of the Owner, costs of materials, supplies, and equipment in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to the Owner at the completion of the Work or, at the Owner’s option, shall be sold by the Contractor; amounts realized, if any, from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS

§ 7.5.1 Costs, including transportation, storage (if such storage and costs therefor have been specifically approved by the Owner in advance), installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost less salvage value on such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value.

§ 7.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site ("Rental Items"), whether rented from the Contractor or others, and costs of transportation, installation, minor repairs, dismantling and removal thereof. Rates and quantities of Rental Items shall be subject to the Owner’s prior approval. Rental rates for Contractor-owned and Related Party (hereafter defined) owned equipment shall not exceed the standard rate paid at the place of the Project.

§ 7.5.2.1 Rental Items which are expected to cost in excess of Ten Thousand Dollars ($10,000) shall be obtained on the basis of competitive bids, and any negotiated discounts, savings, rebates, etc. shall be passed on to the Owner.

§ 7.5.2.2 Rental charges shall be consistent with those generally prevailing in the location of the Project. In no event shall the Contractor be entitled to reimbursement for any cumulative total of rental charges in connection with any single piece of machinery or equipment in excess of one hundred percent (100%) of its fair market value as of the date that such machinery or equipment is first put into service in connection with the Work. The Contractor shall pay any excess rental charges outside of the Cost of the Work.

§ 7.5.2.3 Equipment purchased and charged to the Project as a reimbursable cost shall become the property of the Owner or, at the Owner’s election, shall be sold by the Contractor and the proceeds of such sale shall be paid to the Owner or credited to the Owner as a deduction from the Cost of the Work.

§ 7.5.2.4 Any lease/purchase rental arrangements must be disclosed to the Owner. If the Contractor purchases equipment under a lease/purchase arrangement whereby rental payments were charged to the Owner as reimbursable costs, an appropriate credit will be given to the Owner for the fair market value of the equipment at the time it was last used on the Project.

§ 7.5.2.5 All costs incurred for normal wear and tear shall be reimbursed at actual cost. Such costs include routine and preventative maintenance, minor repairs and other incidental costs. Major repairs and overhauls are not considered routine and ordinary. Consequently, such costs are not reimbursable and are intended to be covered by the rental rates. Incoming and outgoing shipping costs will be paid for Contractor-owned and Related Party (hereafter defined) tools and equipment when shipping equipment to and from the Contractor’s or Related Party’s equipment yard. Incoming shipping costs from other locations will only be paid if the total mileage from that location is less than the total mileage from the Contractor’s closest equipment yard to this Project. Outgoing shipping costs to another project are not reimbursable, and are the responsibility of the Contractor.

§ 7.5.2.6 The Contractor will determine whether hourly, daily, weekly or monthly rates shall apply, based on which rates will be most economical to the Owner based on the circumstances of actual usage.



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Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 7.5.2.7 "Fair market value" for used material and equipment as referred to in this Section 7.5 shall mean the estimated price a reasonable purchaser would pay to purchase the used material or equipment at the time it was initially needed for the Project.

§ 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office.

§ 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior written approval.

§ 7.6 MISCELLANEOUS COSTS

§ 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract, in accordance with billing rates agreed upon by the parties.

§ 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are necessarily incurred in the performance of the Work and for which the Contractor is liable.

§ 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay.

§ 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201–2007 or by other provisions of the Contract Documents.

§ 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner’s consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor’s Fee or subject to the Guaranteed Maximum Price. The Contractor shall not enter into any agreement which requires the payment of royalties or license fees without the prior written consent of the Owner. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201–2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work.

§ 7.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner’s prior approval.

§ 7.6.7 Deposits lost for causes other than the fault or negligence of the Contractor, any Subcontractor or supplier or any other party for whom the Contractor is responsible.

(Paragraphs deleted)

§ 7.7 OTHER COSTS AND EMERGENCIES

§ 7.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner.

§ 7.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201-2007, unless such emergency results from the fault or negligence of the Contractor, any Subcontractor or any other party for whom the Contractor is responsible.

§ 7.7.3 Costs of repairing damaged Work executed by the Contractor, Subcontractors or suppliers, provided that such damaged Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor or any Subcontractor or other parties for whom the Contractor is responsible, and only to the extent that the cost of repair is not recoverable by the Contractor from insurance, sureties, Subcontractors, suppliers, or others.



			8
Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 7.8 RELATED PARTY TRANSACTIONS

§ 7.8.1 The term "Related Party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Contractor; any entity in which any stockholder in, or management employee of, the Contractor owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Contractor. The term "Related Party" includes any member of the immediate family of any person identified above.

§ 7.8.2 The Contractor shall not perform any Work (other than General Conditions Work, as hereafter defined) with its own forces, nor shall any Work be performed by a Related Party, without the Owner’s prior approval in its sole discretion. If any such approval is given, the award of a contract for such work shall be subject to such conditions as the Owner may determine. Without limitation, where such approval is given, except as otherwise agreed in writing by both parties hereto, the Contractor must competitively bid any trade Work that the Contractor wishes to perform with the Contractor’s own forces or through a Related Party and shall obtain no less that two (2) additional responsive bids from responsible Subcontractors acceptable to the Owner. The Contractor’s or Related Party’s bid shall be submitted to the Owner at least one day in advance of the Contractor’s receipt of bids from the unaffiliated Subcontractors. The Contactor or Related Party shall be permitted to perform such trade Work only if (i) the Owner consents thereto in writing after full disclosure in writing by the Contractor to the Owner of the affiliation or relationship of the Related Party to the Contractor and (ii) the Owner approves in writing any subcontract, contract, purchase order, agreement or other arrangement between the Contractor and such Related Party in form and substance. Any trade Work performed by the Contractor’s own forces or by a Related Party may, at the Owner’s election, be covered by a separate agreement between the Owner and the Contractor or Related Party. Such agreement shall, without limitation, satisfy all requirements for Subcontractors as set forth in Section 5.3.1 of AIA Document A201-2007.

§ 7.9 GENERAL CONDITIONS COSTS

The costs of all items listed in Exhibit E under the heading General Conditions that may be required (such items are sometimes referred to in the Contract Documents collectively as the "General Conditions Work"), are referred to herein collectively as the "General Conditions Costs." The Contractor will be reimbursed on account of General Conditions Costs based on actual verified Cost of the Work and subject to the terms and conditions set forth in Section 7.2 of this Agreement.

§ 7.10 CONTINGENCY

§ 7.10.1 The estimated Cost of the Work and the GMP shall include the Contractor’s contingency (the

"Contingency"), a sum (which is not an Allowance) established by the Contractor for its sole and exclusive use to cover costs arising under Section 5.2.2, subcontract cost overruns in purchasing, gaps in scope purchased from subcontractors, cost overruns in general conditions costs, resolution of subcontractor disputes, overtime, unanticipated charges and additional expenses due to errors in estimating both time and money and other costs which are properly reimbursable as Cost of the Work but not the basis for a Change Order. The Contingency excludes costs and expenses associated with concealed conditions not reasonably anticipated, design defects or deficiencies, or changes in the Work, all of which shall be borne by the Owner via a Change Order. The Contractor shall provide written notice to the Owner and shall identify items and amounts for which the Contractor seeks to use the Contingency. Use of the Contingency shall require the Owner’s approval in each instance, such approval not to be unreasonably withheld. After the GMP has been agreed to by the parties, as subcontracts and supply contracts are awarded as provided in Article 10, if the contract price of any subcontract as awarded is less than the amount carried for such subcontract in the GMP Breakdown (Schedule of Values), the Contingency shall be increased by the amount of such savings, and if the contract price of any subcontract as awarded is higher than the amount carried for such subcontract in the GMP Breakdown (an "Overrun"), the Contingency shall be decreased by the amount of such Overrun. Any savings adjustments added to the Contingency will be reviewed in connection with monthly requisitions.

§ 7.10.2 In addition to the items set forth in Section 7.10.1 above, the Contingency may be used to cover additional Cost of the Work resulting from conditions, circumstances and events not evidenced at the time the parties execute this Agreement, or at the time the Contractor awards a subcontract, as applicable, to the extent that such conditions, circumstances or events do not result in or constitute a change in the Work. Examples of such unanticipated conditions, circumstances and events include, but are not limited to, the following:


.1	Overruns on the Contractor’s procurement of subcontracts or purchases of materials or equipment provided the same are not caused by the gross negligence, willful misconduct or breach of contract



			9
Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:30:39 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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of the Contractor or any Subcontractor;


.2	costs incurred by the Contractor in the protection, alteration or relocation of known utility equipment;


.3	deductible amounts the Contractor is required to pay, if any, with respect to claims under property insurance policies obtained by the Owner;

expediting or acceleration costs required to meet the construction schedule, provided the same are not made necessary by the gross negligence, willful misconduct or breach of contract of the Contractor or any Subcontractor (costs of acceleration requested by the Owner for its own purposes and not attributable to the delay or other fault of the Contractor shall be compensated as a change in the Work, and shall not be funded from the Contingency); and


.5	costs of repairing or correcting damaged or non-conforming Work, subject to the provisions of Section 7.10.3.

The Contingency can be used only for Cost of the Work. In the event the Contingency funds are exhausted, the GMP shall not be increased.

§ 7.10.3 Where use of Contingency for corrective work is requested, the following guidelines shall apply. If it is necessary to repair or correct damaged or nonconforming Work: (i) if responsibility for such damaged or nonconforming Work can be attributed to a Subcontractor, Sub-subcontractor, supplier or other identifiable party, responsibility for any costs associated with such repair or correction (to the extent not reimbursed by insurance proceeds, i.e., within the deductible, if applicable) shall be assigned by the Contractor to the responsible party or parties, and the costs of such repair or correction shall not be reimbursable by the Owner under the Contract, from Contingency or otherwise, and (ii) if responsibility for such damaged or nonconforming Work cannot be attributed to an identifiable party or parties, the costs of repairing or correcting such damaged or nonconforming work (to the extent not reimbursed by insurance proceeds, i.e., within the deductible, if applicable) shall be reimbursable under the Contract as Cost of the Work to the extent of the remaining balance, if any, of the Contingency and without increase in the GMP. If the Contractor believes that the damaged or nonconforming work was caused by the Owner or a third party and without fault or negligence of the Contractor, a Subcontractor, Sub-subcontractor or supplier, then the Contractor shall request a change in the Work or make a claim for additional cost as provided in the Contract Documents.

ARTICLE 8 COSTS NOT TO BE REIMBURSED

§ 8.1 The Cost of the Work shall not include the items listed below:


.1	Salaries and other compensation of the Contractor’s personnel stationed at the Contractor’s principal office or offices other than the site office, except as specifically provided in Section 7.2 or as may be provided in Article 15;


.2	Expenses of the Contractor’s principal office and offices other than the site office;

Overhead and general expenses of any kind, including in-house computer (hardware and software) expenses, data processing costs, mobile phone charges, and the costs of bookkeeping, accounting (other than Project accounting), billing/collections, insurance/risk management and supervisory and executive time, except to the extent any of such items are expressly included in Article 7 or are included in the GMP breakdown as accepted by the Owner;


.4	The Contractor’s capital expenses, including interest on the Contractor’s capital employed for the Work;


.5	Costs due to the gross negligence or failure of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility under the Contract;


.6	Any cost not specifically and expressly described in Article 7;


.7	Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded;


.8	Costs or losses resulting from lost, damaged or stolen tools and equipment, except that such costs shall be reimbursable to the extent included in the GMP breakdown as accepted by the Owner;


.9	Penalties, fines or other costs imposed by governmental authorities in connection with, or resulting from any violation of or non-compliance with laws, codes, regulations, ordinances or directives from any governmental authority;



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Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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.10	Any legal fees, mediation or arbitration costs or claim-related expenses incurred by the Contractor, unless the same are incurred at the written direction of, or with the prior written approval of, the Owner;


.11	Travel or meal expenses, personnel relocation or temporary living expenses, commuting costs or charges for vehicles used by the Contractor’s personnel except to the extent included in the GMP breakdown as accepted by the Owner, or as otherwise specifically approved in advance by the Owner in writing;


.12	Any cost incurred by the Contractor or any Subcontractor as a result of knowing violation of or failure to comply with the provisions of the Contract Documents;


.13	Costs incurred by the Contractor after its application for final payment.


.14	[intentionally omitted];

.15

Costs of loss or damage to property of the Contractor or any Subcontractor within the deductible under any insurance maintained by the Contractor or Subcontractor shall be reimbursable as a Cost of the Work, not to exceed $2500 per loss. Any other self-insured losses, or costs covered by any insurance carried by the Contractor or a Subcontractor, or costs which would have been covered by insurance but for failure of the Contractor or Subcontractor to maintain the insurance coverage required by the Contract Documents, shall not be reimbursable as Cost of the Work;


.16	Costs of employee bonuses and executive bonuses whether or not based in whole or in part on performance related to the Work except to the extent included in the GMP breakdown as accepted by the Owner, or otherwise with the Owner’s prior written approval;


.17	Any costs or expenses in connection with any indemnity provided by Contractor pursuant to the Contract Documents; .


.18	Costs incurred or paid for recruiting employees (whether to third party recruiters or to employees); and


.19	Severance or similar payments on account of terminated employees.

ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS

§ 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. The Contractor shall not obtain for its own benefit any discounts, rebates or refunds in connection with the Work prior to providing the Owner with thirty (30) days prior written notice of the potential discount, rebate or refund and an opportunity to furnish funds necessary to obtain such discount, rebate or refund on behalf of the Owner in accordance with the requirements of this Section 9.1.

§ 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work and shall reduce the amount of the GMP by the same amount.

ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS

§ 10.1 All Work other than General Conditions Work shall be performed under subcontracts or by other appropriate agreements with the Contractor. In accordance with the Construction Schedule, or other schedule agreed upon between the Owner and the Contractor, the Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment based on bid lists previously reviewed by the parties. Except as otherwise approved by the Owner, a minimum of three bids shall be solicited for each trade or other portion of the Work. Subcontractor bid packages shall be prepared by the Contractor and shall include a trade-specific scope definition, and a complete detailed construction schedule prepared by the Contractor and approved by the Owner and the Architect. The Contractor shall be responsible for reviewing all Construction Documents included in such bid packages, so as to ensure that the Subcontractor bids, taken together, include all necessary construction work for the Project. The buyout (procurement of Subcontractors and suppliers to perform or supply all portions of the Work) will be conducted on an "open-book" basis. The Owner and the Contractor shall jointly review all bids and proposals submitted. The Contractor shall analyze and level the bids, and prepare a spreadsheet and recommendation for each trade. The Contractor’s recommendation for award shall include all pertinent data required for decision upon the award and a certification that, to the best of its knowledge, the bid of the recommended subcontractor or supplier is bona fide, fair and reasonable. The Owner and its representatives may, at their election, participate in all negotiations and attend all pre-bid conferences, buyout meetings and other meetings between the Contractor and



			13
Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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prospective major Subcontractors or suppliers, and the Contractor shall notify the Owner’s representatives in writing reasonably in advance of each meeting or telephone negotiation with a prospective Subcontractor or supplier so that the Owner will have the opportunity to participate at its election. Copies of all final bids received by the Contractor from any prospective Subcontractor or supplier shall be delivered to the Owner’s representatives within 48 hours of receipt or delivery. The Owner will determine, with the advice of the Contractor and the Architect, which bids will be accepted. The Owner may suggest specific persons or entities from whom the Contractor may obtain bids; however, if the Guaranteed Maximum Price has been established, the Owner may not prohibit the Contractor from obtaining bids from other qualified bidders to which the Owner has no reasonable objection. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection.

§ 10.2 When a specific bidder (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work and has not previously been objected to by the Owner; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requests that another bid be accepted, then the Guaranteed Maximum Price shall be subject to adjustment at the request of the Owner or the Contractor in accordance with the following. If the effect of the Owner’s requests for selected subcontractors and suppliers is the selection of subcontractors and suppliers whose bids, in the aggregate, exceed those of the bidders recommended by the Contractor, the Guaranteed Maximum Price shall be adjusted in accordance with Section 5.2.3 of the General Conditions of the Contract.

§ 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Contractor shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11, below.

(Paragraphs deleted)

§ 10.4 All Subcontracts and purchase orders shall be awarded according to the procedures in this Article 10. The Contractor shall contract in its own name and behalf, and not in the name or behalf of the Owner, with the selected subcontractor or supplier. The Contractor shall promptly deliver to the Owner a copy of all executed Subcontracts and, if requested by the Owner, purchase orders entered into in connection with the Project.

§ 10.5 The Contractor hereby conditionally assigns to the Owner all Subcontracts now or hereafter executed by the Contractor in connection with the Work and in accordance with the requirements of the Contract Documents.


.1	Such assignment shall become an effective and present assignment only upon a termination by the Owner of this Agreement in accordance with the provisions of the Contract Documents and only as to those Subcontracts which the Owner accepts in writing.


.2	This Section 10.5 shall serve as the instrument of assignment at such time as the assignment provided for above becomes effective. The Contractor agrees, however, at the Owner’s request, to execute whatever instruments the Owner requests to confirm such assignment.

§ 10.6 The Contractor shall be responsible to the Owner for the compliance by each Subcontractor and

Sub-subcontractor with the requirements of all applicable provisions of the Contract Documents and of all applicable laws, rules, and regulations, to the same extent the Contractor would be responsible if the work to be performed by such Subcontractor or Sub-subcontractor were being performed by the Contractor’s own forces.

ARTICLE 11 ACCOUNTING RECORDS

The Contractor shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda and other Records (as defined below) and data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. If requested by the Owner, the Contractor shall segregate and allocate costs attributable to designated portions of the Work.



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Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 11.1 The Owner reserves the right to audit, examine and copy, at reasonable times and places, all Records (as defined below) of the Contractor (including records made by Subcontractors, Sub-subcontractors, suppliers, and vendors to the extent such records are contained in the Contractor’s Records) pertaining to the Work of this Project during the construction period and for a period of one year after final completion or longer if required by law. Notwithstanding anything contained in this Agreement or the Contract Documents to the contrary, the Owner’s audit rights shall not extend to any lump sum prices, unit rates, established charges or fixed percentages or multipliers agreed to or stipulated by the parties.

§ 11.2 Records subject to audit, examination, and copying shall include but not be limited to accounting records (hard copy as well as computer readable data), written policies and procedures, subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.), original estimates, estimating worksheets, correspondence, change order files (including documentation covering negotiated settlements), back-charge logs and supporting documentation, general ledger entries detailing cash and trade discounts earned, insurance rebates and commitments, notes, daily diaries, superintendent reports, drawings, photographs, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may in the Owner’s judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Document (all the forgoing herein referred to as "Records").

§ 11.3 The Contractor will cooperate fully and will cause all Related Parties and all of the Contractor’s Subcontractors to cooperate fully in furnishing or in making available to the Owner from time to time whenever requested in an expeditious manner any and all such information, materials and data.

§ 11.4 The Owner’s agent or its authorized representative shall have access to the Contractor’s facilities, shall be allowed to interview any current or former employee of the Contractor, shall have access to all necessary records, and shall be provided adequate work space and photocopy facilities, at Owner’s cost, in order to conduct audits or examinations in compliance with this article.

§ 11.5 If any inspection or audit of the Records by the Owner reveals an overcharge, the Contractor shall promptly reimburse the Owner for such overcharge.

ARTICLE 12 PAYMENTS

§ 12.1 PROGRESS PAYMENTS

§ 12.1.1 Based upon Applications for Payment, including all supporting documentation, submitted to the Owner by the Contractor and Certificates for Payment issued by the Owner’s representative, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. The Contractor’s Applications for Payment shall be submitted on AIA Document G702 together with AIA Document G703, or other forms directed by the Owner.

§ 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month.

§ 12.1.3 The Owner shall make payment to the Contractor of the amount certified by the Owner’s representative not later than thirty (30) days after a complete (i.e., with full supporting documentation) final Application for Payment is received by the Owner’s representative. The Contractor’s draft ("pencil") Application for Payment with available supporting material shall be due on or about the 25th of the month, Owner’s representative’s comments shall be due on or about the last day of the month, and the Contractor’s final Application shall be due on or about the 3^rd of the month, unless these days fall on a weekend or a Federally recognized holiday, in which case the due date shall be on or about the next business day.

§ 12.1.4 With each Application for Payment, the Contractor shall submit a cost report in form approved by the Owner, including copies of invoices from all Subcontractors and suppliers, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor’s Fee; plus (3) payrolls for the period covered by the present Application for Payment. In addition to other required items, each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner.



			13
Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 12.1.4.1 A duly executed Partial Waiver and Subordination of Lien from the Contractor in the form attached hereto as Exhibit I;

§ 12.1.4.2 Duly executed Partial Lien and Claim Waiver, in the form attached hereto as Exhibit J, from all Subcontractors and suppliers (and, to the extent requested by the Owner, Sub-subcontractors and lower tier suppliers);

§ 12.1.4.3 Applications for payment from each Subcontractor on AIA Document G702 together with AIA Document G703;

§ 12.1.4.4 A progress report updating the actual status of construction against the most recent Construction Schedule;

§ 12.1.4.5 Prior to or with the first Application for Payment which requests a cash disbursement for each Subcontractor, an updated schedule of values reflecting the actual subcontract price for such Subcontractor;

§ 12.1.4.6 Such other information, documentation and material as the Owner or the Architect may require.

§ 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor and approved by the Owner and the Architect in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Contractor’s Fee, General Conditions Costs and Contingency shall be shown as separate items. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner and the Architect may require. This schedule, unless objected to by the Owner or the Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values (as shown on the most recent GMP Breakdown approved by the Owner).

§ 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:


.1	Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values (General Conditions Costs shall be calculated based on actual cost);


.2	Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing;


.3	Add the Contractor’s Fee. The Contractor’s Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1.1 or, if the Contractor’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion;


.4	Subtract retainage at the rate of five percent (5%) applied to all items listed above, provided that no retainage shall be withheld on General Conditions Costs, insurance costs and building permit fees;


.5	Subtract the aggregate of previous payments made by the Owner;


.6	Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and


.7	Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007.



			14
Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:30:39 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 12.1.8 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments of retainage to Subcontractors.

§ 12.1.9 In taking action on the Contractor’s Applications for Payment, the Architect and other Owner’s representatives shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Architect or other Owner’s representatives have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Architect or other Owner’s representatives have made exhaustive or continuous on-site inspections; or that the Architect or other Owner’s representatives have made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest of the Owner.

§ 12.1.10 A rejection by the Architect or Owner’s representative of an Application for Payment, whether in whole or in part, shall be made in writing within five (5) business days after receipt of the Application for Payment and shall include an explanation of the factual and contractual basis for the rejection and shall be certified as made in good faith. Failure by the Architect or the Owner’s representative to reject in writing an Application for Payment (whether a draft "pencil" Application for Payment or the official Application for Payment) within five (5) business days of receipt of such Application for Payment by the Architect or Owner’s representative, as applicable, shall constitute approval by the Architect or Owner’s representative, as applicable, of the Application for Payment as submitted. Such rejection shall be subject to the applicable dispute resolution procedure provided in the Contract Documents. Any provision in the Contract Documents which requires a party to delay commencement of the applicable dispute resolution procedure until a date later than sixty (60) days after the rejection shall be of no effect.

§ 12.1.11 Except with the Owner’s prior express approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 12.1.12 Upon Substantial Completion of the Work, the Owner shall pay the full Contract Sum to the Contractor except for amounts withheld in accordance with Section 9.8.8 of AIA Document A201-2007.

§ 12.1.13 Nothing contained in this Section 12.1 is intended to or shall be interpreted to be inconsistent with the provisions of M.G.L. ch.149, section 29E, and the parties intend that the payment procedures under this Contract shall comply with such statutory provisions.

§ 12.2 FINAL PAYMENT

§ 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when

the Contractor has fully performed the Contract (including without limitation satisfaction of all conditions to final payment as provided in Section 9.10 of the General Conditions of the Contract) except for the Contractor’s responsibility to correct defective or nonconforming Work as provided in Section 12.2.2 of the General Conditions of the Contract, and to satisfy other requirements, if any, which extend beyond final payment;


.2	the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment with all supporting documentation; and


.3	a final Certificate for Payment has been issued by the Architect.

§ 12.2.2 The Owner or, at Owner’s election, the Owner’s auditors may review and report in writing on the Contractor’s final accounting within 45 days after delivery of the final accounting to the Owner by the Contractor. Based upon such Cost of the Work as the Owner and/or the Owner’s auditors report to be substantiated by the Contractor’s final accounting, and provided the other conditions of Section 12.2.1 have been met, the Owner’s representative will, within seven days after receipt of the written report of the Owner and/or the Owner’s auditors, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the reasons for withholding a certificate as provided in Section 9.5.1 of AIA Document A201-2007. The time periods stated in this Section 12.2.2 supersede those stated in Section 9.4.1 of AIA Document A201-2007. The Architect and other Owner’s representatives are not responsible for verifying the accuracy of the Contractor’s final accounting.



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 12.2.3 If the Owner and/or the Owner’s auditors report the Cost of the Work as substantiated by the Contractor’s final accounting to be less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of AIA Document A201-2007. A request for mediation shall be made by the Contractor within 30 days after the Contractor’s receipt of a copy of the final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner and/or the Owner’s auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the final Certificate for Payment.

§ 12.2.4 The Owner’s final payment to the Contractor shall be made no later than 30 days after the conditions provided in Section 12.2.1 have been met, including issuance of the final Certificate for Payment.

§ 12.2.5 Release of retainage on subcontracts shall be made pursuant to M.G.L. c.149, § 29F.

ARTICLE 13 DISPUTE RESOLUTION

§ 13.1 INITIAL DECISION MAKER

The Architect will serve as Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007, unless the parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker.

(Paragraphs deleted)

§ 13.2 BINDING DISPUTE RESOLUTION

For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201-2007, the method of binding dispute resolution shall be as provided in Article 15 of AIA Document A201-2007.

(Paragraphs deleted)

ARTICLE 14 TERMINATION OR SUSPENSION

§ 14.1 Termination Prior to Establishment of the Guaranteed Maximum Price

§ 14.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Contractor for the Owner’s convenience and without cause, and the Contractor may terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Section 14.1.1 of AIA Document A201-2007.

§ 14.1.2 In the event of termination of this Agreement pursuant to Section 14.1.1, the Contractor shall be compensated for Preconstruction Phase services performed prior to receipt of a notice of termination, and the Contractor shall promptly deliver to the Owner copies of all plans, bids and other work product prepared by or on behalf of the Contractor in connection with the Work.

§ 14.1.3 If the Owner terminates the Contract pursuant to Section 14.1.1 after the commencement of the

Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Contractor an amount calculated as follows, which amount shall be in addition to any compensation paid to the Contractor under Section 14.1.2:


.1	Take the Cost of the Work incurred by the Contractor to the date of termination, including costs attributable to terminating subcontracts and purchase orders, excluding fees on incomplete work;


.2	Add the Contractor’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Contractor’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and


.3	Subtract the aggregate of previous payments made by the Owner for Construction Phase services.

The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 14.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Contractor will contain provisions allowing for assignment to the Owner as described above.

If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Contractor for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Contractor will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Contractor the costs actually and necessarily incurred by the Contractor prior to and as a result of such termination.

§ 14.1.4 Notwithstanding the foregoing provisions of Sections 14.1.2 and 14.1.3, to the extent Contractor is entitled to receive overhead, profit and/or damages thereunder, Contractor shall only be entitled to recover actual, reasonable overhead, profit and damages on the portion of the Work executed at the date of termination plus any other reasonable Costs of the Work arising out of any such termination necessary for demobilization. In no event shall the Owner ever be liable for any amount attributable to the Contractor’s anticipated profit on the value of services not performed by the Contractor.

§ 14.2 Following execution of the GMP Amendment, the Contract may be terminated by the Owner or the

Contractor as provided in Article 14 of AIA Document A201-2007. The amount, if any, to be paid to the Contractor following any such termination shall be determined in accordance with Article 14 of AIA Document A201-2007; provided, however, that such amount shall not cause the Guaranteed Maximum Price to be

(Paragraphs deleted) exceeded.

§ 14.3 The Owner shall pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and for which the Contractor is not otherwise compensated. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders.

§ 14.4 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2007.

ARTICLE 15 MISCELLANEOUS PROVISIONS

§ 15.1 Where reference is made in this Agreement to a provision AIA Document A201-2007 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 15.2 Payments due and unpaid under the Contract shall bear interest from the date thirty (30) days following the date payment is due at a rate equal to the "prime rate" as published in The Wall Street Journal on the date such payment was due or, if the Wall Street Journal is not published on such date, the corresponding rate in the next issue of The Wall Street Journal published after the due date, plus two percent (2%). If, at any time, The Wall Street Journal ceases to publish the "prime rate" for any reason, a comparable interest rate shall be selected by the Owner. Amounts which may become due to the Owner from the Contractor under the Contract ("Owed Amounts") shall be due and payable on the thirtieth (30^th) day after demand, and if not paid when due shall bear interest at the interest rate specified above on the amount outstanding. The Owner shall be entitled, at any time, to recover any Owed Amounts from the Contractor by reducing any payments due to the Contractor from the Owner by all or any portion of such Owed Amounts and crediting the amount of such reduction against the Owed Amounts. If any such offset is made, the Owner shall so notify the Contractor in writing. The Owner’s rights under this Section 15.2 are in addition to its right to receive direct payment of Owed Amounts from the Contractor.



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 15.3 The Owner’s representative:

Phil Memmott

Senior Construction Project Manager

athenahealth

311 Arsenal Street

Watertown, MA 02472

pmemmott@athenahealth.com

617-402-1890

§ 15.4 The Contractor’s representatives:



Norm Fournier	and	Peter Doucet
Vice President Operations and		Project Manager
Project Executive		C.E. Floyd Company, Inc.
C.E. Floyd Company, Inc.		135 South Road
135 South Road		Bedford, MA 01730
Bedford, MA 01730		pdoucet@cefloyd.com
nfournier@cefloyd.com		781-325-0075
781-325-0104

§ 15.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ written notice to the other party.

§ 15.6 The Contractor represents and warrants the following to the Owner (in addition to any other representations and warranties contained in the Contract Documents) as a material inducement to the Owner to execute this Agreement, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement and the final completion of the Work:

§ 15.6.1 The Contractor is financially solvent, able to pay all debts as they may mature and possessed of sufficient working capital to complete the Work and perform all obligations hereunder;

§ 15.6.2 The Contractor is able to furnish the plant, tools, material, supplies, equipment, and labor required to complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so;

§ 15.6.3 The Contractor is authorized to do business in the state in which the Project is located and is properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over the Contractor and over the Work and the Project;

§ 15.6.4 The Contractor’s execution of this Agreement and performance thereof is within the Contractor’s duly authorized powers;

§ 15.6.5 The Contractor possesses a high level of experience and expertise in the business administration, construction, construction management and superintendence of projects of the size, complexity and nature of this particular Project and will perform the Work with the care, skill and diligence of such a contractor.

§ 15.7 The key members of the Contractor’s staff shall be persons agreed upon with the Owner and shall include, without limitation, Project Executive Norm Fournier and Project Manager Peter Doucet. Key personnel shall not be changed without the written consent of the Owner, unless any such person becomes unable to perform his or her duties due to death, disability or termination of employment, or unless the Owner requests removal. If any key personnel is no longer capable of performing his or her duties, or is removed at the request of the Owner, the Owner and the Contractor shall agree on a mutually acceptable replacement.

§ 15.8 The Owner and the Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. The Contractor shall not assign or transfer the Contract without the previous written consent of the Owner, which consent may be withheld by the Owner



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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in its sole discretion, nor shall the Contractor assign any moneys due or to become due to him hereunder, without such previous written consent of the Owner. Any assignment of the Contract by the Contractor shall be void, and the assignee in such case shall acquire no rights in the Contract or in such moneys.

§ 15.9 Whenever written notice is required or permitted pursuant to the Contract Documents, the same shall be deemed to have been properly given if given in writing and transmitted by fax or email or delivered by hand in person or by registered or certified mail or express delivery service, return receipt requested, in the case of notices to the Owner, to the address set forth at the beginning of this Agreement, marked to the attention of the Owner’s Representative; and, in the case of notices to the Architect, to the address set forth at the beginning of this Agreement, marked to the attention of the Architect’s Representative; and, in the case of notices to the Contractor, to the Contractor’s Project Manager or Project Executive, addressed to such person(s) at the Contractor’s mailing address set forth at the beginning of this Agreement or the Contractor’s principal office. Any of the persons or addresses specified above for notice purposes may be changed by notice given in the manner provided herein from the party concerned to each of the other parties.

§ 15.10 Recognizing that the Owner may find it necessary to establish during the progress of the Work the current status of performance under the Contract Documents, the Contractor shall, at the request of the Owner or any lender to the Owner, promptly provide statements, documents or certificates to the Owner or the Lender regarding the status of the Work, compliance of the Work with the Contract Documents, compliance by the Contractor or any Subcontractor with the Contract Documents, the names of first tier Subcontractors or suppliers, amounts due or to become due or amounts previously paid to Subcontractors or suppliers, estimates of the portion of the Work completed and the cost of completing the Work, and such other matters within the scope of the Contractor’s performance under the Contract Documents as the Owner or the Lender may require. If specified and required in advance of completion of the Work, the Contractor will provide a certificate to the Owner and to the Lender regarding completion of the Work in accordance with the Contract Documents, compliance by the Contractor with the Contract Documents, and such other matters within the scope of the Contractor’s performance under the Contract Documents as the Owner or the Lender may require.

§ 15.11 Without limiting the Contractor’s obligations under the Contract Documents to comply with applicable laws, the Contractor specifically recognizes and agrees that the performance of the Work and the construction of the Project are subject to, and that the Contractor is familiar with, certain legal restrictions, requirements and agreements, including, but not limited to, the Occupational Safety and Health Act and regulations thereunder, the Fair Labor Standards Act, the Davis-Bacon Act, if applicable, the Contract Work Hours and Safety Standards Act, and the Massachusetts Right-to-Know Law. The Contractor agrees that, in performing the Work, he shall comply at all times and in all respects with all of the requirements of (i) governmental laws, ordinances, regulations, orders and directives affecting or regulating employment of persons in connection with the Work or otherwise applicable to the Work, and (ii) all agreements, permits, approvals, plans and other undertakings of the Owner with respect to the Project, as referenced in the Contract Documents. The Contractor shall indemnify, defend with counsel acceptable to the Owner and hold the Owner harmless for all loss, liability and expenses of the Owner arising out of any violations by the Contractor or any Subcontractor of such laws, ordinances, regulations, orders or directives, or of any restrictions, agreements, permits, approvals, plans, undertakings and requirements referenced in the Contract Documents.

§ 15.12 No member, manager, officer, director, principal, stockholder, general or limited partner, joint venturer, beneficiary, trustee, representative, consultant, volunteer participant, employee, agent or representative of the Owner shall be personally liable to the Contractor under any term or provision of this Contract for the Owner’s payment obligations or otherwise, or because of any breach hereof, the Contractor agreeing to look solely to the assets of the Owner for the satisfaction of any liability of the Owner hereunder. In no event shall the Owner be liable to the Contractor except for payment for services rendered pursuant to and in accordance with this Agreement.

§ 15.13 The Contractor represents that no fee, commission or compensation of any kind has been paid, either directly or indirectly, by or on behalf of the Contractor to the Owner or any partner or affiliate of the Owner or any officer, director, principal, manager, member, employee, representative or agent of any of them in connection with this Contract, and that no agreement to make any such payment has been made or will be made by or on behalf of the Contractor.

§ 15.14 The terms and conditions set forth in this Agreement and the exhibits hereto shall not be construed as a course of dealing for future agreements, if any, and the Owner and Contractor reserve their rights to negotiate any and all of such terms and conditions for future agreements, if any.



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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§ 15.15 CONSTRUCTION MANAGEMENT PLAN

The Construction Management Plan prepared by the Contractor dated August 9, 2016 is attached hereto as Exhibit K and incorporated in the Contract. The Contractor and Subcontractors shall comply with the Construction Management Plan.

ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS

§ 16.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated below.

§ 16.1.1 The Agreement is this AIA Document A102–2007, Standard Form of Agreement Between Owner and Contractor, as modified, and all exhibits or attachments referenced herein, including the GMP Amendment.

§ 16.1.2 The General Conditions of the Contract for Construction are, and all references in this Agreement to "AIA

Document A201-2007" or to the "General Conditions to the Contract" shall be deemed to refer to AIA Document A201-2007, General Conditions of the Contract for Construction, as modified and attached hereto.

§ 16.1.3 The Specifications shall be as identified in the GMP Amendment.

(Table deleted)

§ 16.1.4 The

(Paragraphs deleted)

Drawings shall be as identified in the GMP Amendment.

(Table deleted)

§ 16.1.5 The

(Paragraphs deleted)

Addenda, if any, shall be as identified in the GMP Amendment.

(Table deleted)

§ 16.1.6 Additional documents, if

(Table deleted) any, forming part of the Contract Documents:


.1	AIA Document E201^TM–2007, Digital Data Protocol Exhibit

ARTICLE 17 INSURANCE AND BONDS

The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article 11 of the General Conditions of the Contract.

ARTICLE 18 EXHIBITS

The following exhibits are attached to and incorporated in this Agreement.



Exhibit A	Guaranteed Maximum Price Amendment [to come]
Exhibit B	List of Contract Documents (Drawings, Specifications, Addenda) [attached to GMP Amendment]
Exhibit C	Assumptions and Qualifications [attached to GMP Amendment]
Exhibit D	Allowances, Alternates and Unit Prices [attached to GMP Amendment]
Exhibit E	GMP Breakdown [attached to GMP Amendment]
Exhibit F	Project Baseline Schedule Narrative [attached to GMP Amendment]
Exhibit G	Contractor’s Standard Stipulated Charging Rates
Exhibit H	Certificate of Insurance
Exhibit I	Form of Partial Waiver and Subordination of Lien (Contractor)
Exhibit J	Form of Partial Lien and Claim Waiver (Subcontractors)
Exhibit K	Construction Management Plan

(signature page follows)



Init.	AIA Document A102^TM – 2007 (formerly A111^TM – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 08:43:11 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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OWNER: ATHENA ARSENAL, LLC /s/ Mark Blair	CONTRACTOR: C.E. FLOYD COMPANY, INC. /s/ Christopher J. Floyd

(Signature)	(Signature)
Mark Blair, President	Christopher J. Floyd President and Chief Executive Officer

(Printed name and title) (Table deleted) (Paragraphs deleted)	(Printed name and title)



			21
Init.	AIA Document A102™ – 2007 (formerly A111™ – 1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:30:39 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.
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EXHIBIT A

GUARANTEED MAXIMUM PRICE AMENDMENT

AGREEMENT BETWEEN OWNER AND CONTRACTOR

This Guaranteed Maximum Price Amendment (“GMP Amendment”) is made and entered into as of December 5, 2016 by and between Athena Arsenal, LLC (the “Owner”) and C.E Floyd Company, Inc. (the “Contractor”). The Owner and the Contractor are hereinafter referred to collectively as the “Parties.”

The Owner and the Contractor have entered into that certain Standard Form of Agreement Between Owner and Contractor, dated as of December 5, 2016 (together with all exhibits and attachments thereto, the General Conditions of the Contract for Construction, and all other Contract Documents as defined therein, the “Agreement”), in conjunction with the construction of the West Garage project located on The Arsenal on the Charles campus in Watertown, Massachusetts (the “Project”), as the Project is further described in the Contract Documents.

Capitalized terms used in this document shall have the meanings assigned in the Agreement except as otherwise expressly provided herein. Unless explicitly modified by the terms of this GMP Amendment, the provisions of the Agreement remain in full force and effect without alteration.

Pursuant to Section 5.2 of the Standard Form of Agreement between Owner and Contractor, and in consideration of the mutual promises and obligations contained in the Agreement and this GMP Amendment, the Owner and Contractor hereby agree to amend the Agreement as follows:

(1)

The West Garage Project Guaranteed Maximum Price is hereby fixed at $40,057,556 (Forty Million Fifty Seven Thousand Five Hundred Fifty Six Dollars). The Parties have agreed that the Contract Sum shall not exceed the West Garage Project Guaranteed Maximum Price, subject only to adjustments, if any, in accordance with the provisions of the Agreement. The Contract Sum consists of the Contractor’s Fee plus the Cost of the Work, as that term is defined in Article 7 of the Standard Form of Agreement between Owner and Contractor. If the West Garage Project Guaranteed Maximum Price is exceeded without an Owner-approved adjustment pursuant to the terms of the Agreement, the Contractor shall be solely responsible for payment of such excess amounts without reimbursement from the Owner.


(2)	Attached hereto as Exhibit E is a detailed line item cost breakdown of the West Garage Project Guaranteed Maximum Price, including the Cost of the Work, the costs of the Building Permit, and the costs of the Contractor’s General Conditions, Fee, Insurance and Bonds.


(3)	The West Garage Project Guaranteed Maximum Price set forth herein is for the timely and proper performance of the Work in accordance with the Contract Documents, including the Contract Documents listed and attached to this GMP Amendment and marked Exhibits A through H, as follows:



Exhibit B	Construction Documents - Drawings, Specifications and Addenda on which this West Garage Project Guaranteed Maximum Price is based:

AM 60413952.2



Exhibit E	Contractor’s West Garage Project Guaranteed Maximum Price Proposal – Pricing Progression Summary Report (dated November 4, 2016), as accepted by the Owner
Exhibit D	Allowances, Alternates and Unit Prices
Exhibit C	Assumptions and Qualifications
Exhibit F	Project Baseline Schedule / Narrative
Exhibit H	Contractor-supplied Insurance Certificates
Exhibit G	Wage Rate Sheet / Contractor’s Stipulated Project Charging Rates


(4)	The Substantial Completion Date and Final Completion Date on which the West Garage Project Guaranteed Maximum Price is based are as follows:


(a)	Certificate of Occupancy / Substantial Completion Date: 1/11/18*


(b)	Final Turnover / Completion Date: 2/11/18*

*Notes to the Schedule: These dates represent the Project Baseline Schedule which is attached for reference as Exhibit F.


(5)	This GMP Amendment, when executed, shall serve as the Notice to Proceed for the scope of work contained in this GMP Amendment.


(6)	All other terms and conditions of the Agreement, as so amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this GMP Amendment under seal as of the date and year first above written.



OWNER:		CONTRACTOR:
Athena Arsenal, LLC		C.E. Floyd Company, Inc.
By: /s/ Mark Blair		By: /s/ Christopher J. Floyd

Mark Blair, President Christopher J. Floyd, President / CEO

AM 60413952.2 2

athena Arsenal, LLC WEST PARKING GARAGE
WATERTOWN, MA

EXHIBIT ‘B’ – LIST OF CONTRACT DOCUMENTS

The Dates listed below correspond to the following Document issuance:

September 9, 2016 – Construction Documents

October 11, 2016 – Addendum No. 1

October 21, 2016 – Addendum No. 2

October 26, 2016 – Addendum No. 3

General Plans as Prepared by Walker Parking Consultants:

G-000 Cover Sheet and Site & Location Map September 9, 2016

Landscape Plans as Prepared by Stantec Planning and Landscape Architecture P.C.:



C-100	Context Plan		September 9, 2016
EC-100	Existing Conditions		September 9, 2016
L-001	Notes		September 9, 2016
SP-100	Site Preparation Plan		October 21, 2016
L-100	Overall Layout and Materials Plan		October 21, 2016
L-101	Layout and Materials Enlargement Plan		October 21, 2016
L-102	Layout and Materials Enlargement Plan		October 21, 2016
L-103	Layout and Material Enlargement Plan		October 21, 2016
L-200	Grading Plan	`	October 21, 2016
L-201	Grading Enlargement		October 21, 2016
L-202	Grading Plan Enlargement		October 21, 2016
L-203	Grading Plan Enlargement		September 9, 2016
L-300	Drainage Plan		October 21, 2016
L-400	Utility Plan		October 21, 2016
L-401	Utility Profiles		October 21, 2016
L-402	Utility Profiles		October 21, 2016
L-403	Utility Profiles		October 21, 2016
L-404	Utility Profiles		October 21, 2016
L-500	Planting Plan		October 21, 2016
L-501	Planting Plan		October 21, 2016
L-502	Planting Plan		October 21, 2016
L-600	Lighting Plan		October 21, 2016
L-700	Site Sections		October 21, 2016
L-701	Site Sections		October 21, 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	1



L-702	Site Sections	October 21, 2016
L-800	Site Details	October 21, 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	2



L-801	Site Details	October 21, 2016
L-802	Site Details	October 21, 2016
L-803	Site Details	October 21, 2016
L-804	Site Details	October 21, 2016
L-900	Utility Details	October 21, 2016
L-901	Utility Details	October 21, 2016
L-902	Utility Details	October 21, 2016
LI-100	Irrigation Plan	October 21, 2016
LI-101	Irrigation Plans- Trees	September 9, 2016
LI-200	Irrigation Details	September 9, 2016
LI-201	Irrigation Pump Details	September 9, 2016

Structural Plans as Prepared by Walker Parking Consultants:



S-001	General Notes	September 9, 2016
S-002	Typical Details	September 9, 2016
S-100	Foundation Plan	October 21, 2016
S-101	P1 Tier Plan	October 21, 2016
S-102	P2 Tier Plan	October 21, 2016
S-103	Typical Tier Plan	October 21, 2016
S-104	P6 Tier Plan	September 9, 2016
S-105	P7 Tier Plan	October 21, 2016
S-201	Precast Light Wall Elevations	September 9, 2016
S-202	Steel Framing Elevations	September 9, 2016
S-410	Stair/Elevator No.1 Enlarged Plans	September 9, 2016
S-411	Stair/Elevator No.1 Enlarged Plans	September 9, 2016
S-420	Stair No.2 Enlarged Plans	September 9, 2016
S-430	Stair No.3 Enlarged Plans	September 9, 2016
S-431	Stair No.3 Enlarged Plans and Details	September 9, 2016
S-440	Pedestrian Bridge Framing Plans	September 9, 2016
S-441	Pedestrian Bridge Section and Details	September 9, 2016
S-450	Building 311 Lobby Framing Plans	October 21, 2016
S-451	Building 311 Lobby Framing Details	September 9, 2016
S-460	Bicycle Enlarge Plan	September 9, 2016
S-501	Foundation Details	October 21, 2016
S-502	Foundation Details	October 21, 2016
S-503	Foundation Details	October 21, 2016
S-504	Foundation Wall Sections	September 9, 2016
S-505	Foundation Details	October 21, 2016
S-510	Structural Details	September 9, 2016
S-511	Structural Details	September 9, 2016
S-512	Structural Details	September 9, 2016
S-513	Structural Details-Metal Façade Support	September 9, 2016
S-520	Precast Column Details	September 9, 2016
S-521	Precast Column Details	September 9, 2016
S-525	Precast Beam Details, Schedules & Notes	September 9, 2016
S-530	Precast Tee Details	September 9, 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	3



S-535	Precast Structural Wall Details	September 9, 2016
S-540	Precast Wall and Stair Details	September 9, 2016
S-550	Precast Connection Details	September 9, 2016
S-555	Masonry Details	September 9, 2016
S-560	Expansion Joint Details	September 9, 2016
S-570	Typical Waterproofing Details	September 9, 2016
S-650	Lap Bar Schedule	September 9, 2016

Architectural Plans as Prepared by Walker Parking Consultants:



A-001	Code Analysis and Life Safety	September 9, 2016
A-002	General Notes, Symbols and Legends	September 9, 2016
A-101	P1 Tier Plan	October 21, 2016
A-102	P2 Tier Plan	October 21, 2016
A-103	Typical Tier Plan	October 21, 2016
A-104	P6 Tier Plan	September 9, 2016
A-105	P7 Tier Plan	October 21, 2016
A-201	Building Elevations	October 21, 2016
A-202	Building Elevations	October 21, 2016
A-210	Screen Elevations	September 9, 2016
A-211	Screen Elevations	September 9, 2016
A-212	Screen Enlarged Elevations	September 9, 2016
A-213	Screen Enlarged Elevations	September 9, 2016
A-310	Exterior Wall Sections	September 9, 2016
A-401	Miscellaneous Detail	September 9, 2016
A-402	Enlarged Room Plans	October 21, 2016
A-403	Enlarged Room Plans	September 9, 2016
A-410	Stair/Elevator No.1 - Enlarged Plan	September 9, 2016
A-411	Stair/Elevator No.1 - Enlarged Plan	September 9, 2016
A-412	Stair/Elevator No.1 - Elevations	September 9, 2016
A-413	Stair/Elevator No.1 - Elevations	September 9, 2016
A-420	Stair No.2 - Enlarged Plan	October 21, 2016
A-421	Stair No.2- Elevations & Sections	September 9, 2016
A-430	Stair 3 Plans & Sections	October 21, 2016
A-431	Stair 3 Plans & Sections	October 21, 2016
A-432	Miscellaneous Stairs Enlarged Plans	October 21, 2016
A-440	Pedestrian Bridge Plans & Sections	October 21, 2016
A-441	Pedestrian Bridge Plans & Sections	October 21, 2016
A-450	Bicycle Enclosure Enlarged Plan	September 9, 2016
A-501	Precast Details	September 9, 2016
A-502	Areaway Section Views	September 9, 2016
A-510	Miscellaneous Details	September 9, 2016
A-530	Curtainwall Details	September 9, 2016
A-540	Storefront Details	September 9, 2016
A-550	Stair Railing Details	September 9, 2016
A-551	Stair Railing Details And Miscellaneous Details	September 9, 2016
A-560	Pedestrian Bridge Details	October 21, 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	4



A-561	Pedestrian Bridge Details	October 21, 2016
A-562	Pedestrian Bridge & Stair 3 Details	October 21, 2016
A-570	Screen Details	September 9, 2016
A-571	Screen Details	October 21, 2016
A-601	Room Finish and Door Schedules	October 21, 2016
AG-002	Sign Schedule, General Notes and Sign Details	September 9, 2016
AG-003	Sign Mounting Details	September 9, 2016

Fire Protection Plans as Prepared by RDK Engineers:



FP-000	Fire Protection Legend, Notes & Abbreviations	September 9, 2016
FP-201A	Fire Protection P1 Tier Plan – North	September 9, 2016
FP-201B	Fire Protection P1 Tier Plan – South	September 9, 2016
FP-202	Fire Protection P2 Tier Plan	September 9, 2016
FP-203	Fire Protection P3 Tier Plan	September 9, 2016
FP-204	Fire Protection P4 Tier Plan	September 9, 2016
FP-205	Fire Protection P5 Tier Plan	September 9, 2016
FP-206	Fire Protection P6 Tier Plan	September 9, 2016
FP-207	Fire Protection P7 Tier Plan	September 9, 2016
FP-600	Fire Protection Details	September 9, 2016

Plumbing Plans as Prepared by RDK Engineers:



P-000	Plumbing Legend, Notes & Abbreviations	September 9, 2016
P-201U	Plumbing Underslab Plan	October 21, 2016
P-201	Plumbing P1 Tier Plan	October 21, 2016
P-202	Plumbing P2 Tier Plan	October 21, 2016
P-203	Plumbing P3 Tier Plan	September 9, 2016
P-204	Plumbing P4 Tier Plan	October 21, 2016
P-205	Plumbing P5 Tier Plan	October 21, 2016
P-206	Plumbing P6 Tier Plan	October 21, 2016
P-207	Plumbing P7 Tier Plan	September 9, 2016
P-600	Plumbing Details	September 9, 2016
P-601	Plumbing Details	September 9, 2016
P-700	Plumbing Schedules	September 9, 2016

HVAC Plans as Prepared by RDK Engineers:



H-000	HVAC Legend, Notes & Abbreviations	September 9, 2016
H-201	HVAC P1 Tier Plan	October 21, 2016
H-202	HVAC P2 Tier Plan	October 21, 2016
H-203	HVAC P3 Tier Plan	October 21, 2016
H-204	HVAC P4 Tier Plan	October 21, 2016
H-205	HVAC P5 Tier Plan	October 21, 2016
H-206	HVAC P6 Tier Plan	October 21, 2016
H-207	HVAC P7 Tier Plan	October 21, 2016
H-400	HVAC Controls	October 21, 2016



H-700	HVAC Details and Riser Diagrams	September 9, 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	5



H-701	HVAC Details	September 9, 2016
H-800	HVAC Schedules	October 21, 2016

Electrical Plans as Prepared by RDK Engineers:



E-000	Electrical Legend, Notes & Abbreviations	September 9, 2016
E-100	Electrical Site Plan	October 21, 2016
E-101	Electrical Site Details	October 21, 2016
E-201	Electrical Lighting P1 Tier Plan	September 9, 2016
E-202	Electrical Lighting P2 Tier Plan	October 21, 2016
E-203	Electrical Lighting P3 Tier Plan	October 21, 2016
E-204	Electrical Lighting P4 Tier Plan	October 21, 2016
E-205	Electrical Lighting P5 Tier Plan	October 21, 2016
E-206	Electrical Lighting P6 Tier Plan	October 21, 2016
E-207	Electrical Lighting P7 Tier plan	October 21, 2016
E-301	Electrical Power P1 Tier Plan	October 21, 2016
E-302	Electrical Power P2 Tier Plan	September 9, 2016
E-303	Electrical Power P3 Tier Plan	September 9, 2016
E-304	Electrical Power P4 Tier Plan	October 21, 2016
E-305	Electrical Power P5 Tier Plan	October 21, 2016
E-306	Electrical Power P6 Tier Plan	October 21, 2016
E-307	Electrical Power P7 Tier Plan	September 9, 2016
E-401	Electrical Fire Alarm P1 Tier Plan	October 21, 2016
E-402	Electrical Fire Alarm P2 Tier Plan	October 21, 2016
E-403	Electrical Fire Alarm P3 Tier Plan	October 21, 2016
E-404	Electrical Fire Alarm P4 Tier Plan	October 21, 2016
E-405	Electrical Fire Alarm P5 Tier Plan	October 21, 2016
E-406	Electrical Fire Alarm P6 Tier Plan	October 21, 2016
E-407	Electrical Fire Alarm P7 Tier Plan	October 21, 2016
E-408	Electrical Fire Alarm Riser Diagram	October 21, 2016
E-700	Electrical One Line Diagram	October 21, 2016
E-800	Electrical Details	September 9, 2016
E-900	Electrical Schedules	October 21, 2016

Specification Manual as Prepared by Walker Parking Consultants:

Division 00 – Procurement and Contracting Agreements



110	Table of Contents	October 2016
7319	Health and Safety Requirements	September 2016

Division 01 – General Requirements



11100	Summary of Work	September 2016
12600	Contract Modification Procedures	September 2016
12900	Payment Procedures	September 2016



13200	Construction Progress Documentation	September 2016
13233	Photographic Documentation	September 2016
13300	Submittal Procedures	September 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	6



14200	References	September 2016
14210	Reference Standards and Definitions	September 2016
14500	Quality Control	September 2016
15000	Temporary Facilities and Controls	September 2016
15726	Odor and Dust Control	September 2016
16000	Product Requirements	September 2016
16010	Product Substitution Procedures	September 2016
17300	Execution	September 2016
17329	Cutting and Patching	September 2016
17423	Final Cleaning	September 2016
17700	Closeout Procedures	September 2016
17823	Operation and Maintenance Data	September 2016
17836	Warranties	September 2016
17839	Project Record Documents	September 2016
17900	Demonstration and Training	September 2016

Division 02 – Existing Conditions



24110	Selective Structure Demolition	September 2016
26100	Removal and Disposal of Contaminated Soils	September 2016

Division 03 – Concrete



33000	Cast-In-Place Concrete	September 2016
34100	Precast Structural Concrete	September 2016

Division 04 – Masonry



42200	Concrete Unit Masonry	September 2016
44314	Dimensional Granite- Exterior	October 2016

Division 05 - Metals



50513	Hot-Dipped Galvanizing of Exterior Pipe Railings
	And Metal Fence	September 2016
51200	Structural Steel Framing	September 2016
53100	Steel Decking	September 2016
55000	Metal Fabrications	September 2016
55112	Metal Pan Stairs	September 2016
55136	Metal Walkways	September 2016
55212	Pipe and Tube Railings	September 2016
55213	Restoration of Existing Metal Perimeter Fence	September 2016
55214	Exterior Steel Pipe Railings and Metal Fence	September 2016
55990	Ornamental Iron Fence Repair	October 2016



57000	Decorative Metal	September 2016
57305	Decorative Metal Architectural Railings	September 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	7



57513	Decorative Formed Metal Screen	September 2016

Division 06 – Woods, Plastics and Composites



61000	Rough Carpentry	September 2016
61053	Miscellaneous Rough Carpentry	September 2016

Division 07- Thermal and Moisture Protection



71113	Bituminous Damproofing	September 2016
71416	Cold Fluid-Applied Waterproofing	September 2016
71616	Crystalline Waterproofing	September 2016
71800	Traffic Coatings	September 2016
71900	Water Repellents	September 2016
72100	Thermal Insulation	September 2016
72119	Foamed-In-Place Insulation	September 2016
72600	Vapor Barriers	September 2016
72700	Air Barrier Membranes	September 2016
75323	Ethylene-Propylene-Diene-Monomer (EPDM) Roofing	September 2016
75419	Polyvinyl-Chloride Single Ply Membrane Roof	September 2016
76200	Sheet Metal Flashing and Trim	September 2016
78100	Applied Fireproofing	September 2016
78123	Intumescent Fireproofing	September 2016
78413	Penetration Firestopping	September 2016
78443	Joint Firestopping	September 2016
79233	Concrete Joint Sealants	September 2016
79236	Architectural Joint Sealants	September 2016
79500	Expansion Joint Assemblies	September 2016

Division 08 – Openings



81113	Hollow Metal Doors and Frames	September 2016
84113	Aluminum-Framed Entrances and Storefronts	September 2016
84413	Glazed Aluminum Curtain Walls	September 2016
87100	Door Hardware	September 2016
87113	Automatic Door Operators	September 2016
88000	Glazing	September 2016
89000	Louvers and Vents	September 2016

Division 09 – Finishes



92116	Gypsum Board Shaft Wall Assemblies	September 2016
92216	Non-Structural Metal Framing	September 2016
92900	Gypsum Board	September 2016
96516	Resilient Sheet Flooring	September 2016



99100	Painting	September 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	8



99120	Pavement Marking	September 2016

Division 10 – Specialties



101400	Garage Signage	September 2016
101413	Statutory Signage	September 2016
101453	Site Signage	September 2016
104413	Fire Protection Cabinets	September 2016
104416	Fire Extinguishers	September 2016

Division 12 – Furnishings



129310	Bicycle Racks	September 2016

Division 14 – Conveying Equipment



142100	Electric Traction Elevators	September 2016
142610	Vertical Wheelchair Lifts	September 2016

Division 21 – Fire Suppression



210000	Fire Protection	September 2016

Division 22 - Plumbing



220000	Plumbing	September 2016

Division 23 – Heating, Ventilating, & Air-Conditioning (HVAC)



230000	Heating Ventilating and Air Conditioning	October 2016

Division 26 – Electrical



260000	Electrical	September 2016
261116	Secondary Unit Substations With Switchboard	September 2016

Division 31 – Earthwork



310000	Earthwork	September 2016
310913	Geotechnical Instrumentation and Monitoring	September 2016
311000	Site Preparation	September 2016
312319	Dewatering	September 2016
312500	Erosion and Sediment Control	September 2016
312501	Storm Water Pollution Prevention Plan…	September 2016
315000	Excavation Support and Protection	September 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	9

Division 32 – Exterior Improvement



320190	Temporary Tree Protection and Tree Maintenance	September 2016
321216	Bituminous Concrete Paving	September 2016
321218	Exposed Aggregate Pavement Surfacing (Chip Seal)	September 2016
321313	Portland Cement Concrete Pavement	September 2016
321400	Unit Paving	October 2016
321607	Shop Painting of Hot-Dipped Galvanized Steel	September 2016
321613	Granite Curbs	September 2016
321723	Pavement Markings	September 2016
323200	Architectural Cast-In-Place Site Concrete	September 2016
323300	Site Furnishings	October 2016
328400	Irrigation System	September 2016
328420	Irrigation Pump System	September 2016
329114	Bioretention Area	September 2016
329219	Seeded Lawns	September 2016
329300	Plants	October 2016
323353	Wood Boardwalk	September 2016

Division 33 – Utilities



331000	Site Water Distribution	September 2016
333000	Sanitary Sewerage Utilities	September 2016
334000	Storm Drainage Utilities	September 2016
APPENDICES

Appendix A – Geotechnical Engineering Report Addendum No. 1

Appendix B – Geotechnical Engineering Report Appendix

C – NPDES RGP Dewatering Treatment Memo

Appendix D1 – Updated Soil Pre-Characterization Report – No Appendices

Appendix D2 – Updated Soil Pre-Characterization Report With Appendices (On Compact Disc) Appendix

E1 – Excavated Materials Management Plan – No Appendices

Appendix E2 – Excavated Materials Management Plan With Appendices (On Compact Disc)

ADDENDUMS



No.	1	Revisions and Additions to GMP Documents	October 11, 2016
No.	2	Revisions and Additions to GMP Documents	October 21, 2016
No.	3	Revisions and Additions to GMP Documents	October 26, 2016



athena Arsenal, LLC - West Parking Garage November 21, 2016	10



West Parking Garage	athena Arsenal, LLC

EXHIBIT ‘C’ – ASSUMPTIONS AND QUALIFICATIONS

QUALIFICATIONS



1.	The following items and areas of work have been shown on the Contract Documents but have not been included within the GMP Pricing. It is understood that the cost of work for each item below will be funded from Projects other than the West Garage.
2.	Item 1: To prep for the building 39 Generator in the area West of Building 39. The added work includes the following; Concrete Retaining Wall, Concrete Pad, Steel Guardrail, Electrical Work (Generator Relocation, Conduits, Feeders, etc.) and all associated Sitework. Total Cost of Item 1 Work is $115,500.00 per approved Work Authorization # 1 (See attached Document for Item Cost Breakdown)
3.	Item 2: To furnish and install the Building 2 Site Utility Work, including Sanitary Sewer, Water Service, Fire Protection Service, etc. from Arsenal Street to the face of Building 2. Total Cost of Item 2 Work is $43,215.00 (See attached Document for Item Cost Breakdown)
4.	Item 3: To furnish and install the Building 2 South Elevation Foundation Work that sits on the West Garage Footings (Column Line A) shown on the West Garage Construction Documents. Total Cost of Item 3 Work is $58,000.00 (See attached Document for Item Cost Breakdown)
5.	Item 4: To furnish and install the Arsenal Street Site Finish work in front of existing Building 311 as shown on the Contract Documents (Limits of work shown in attached Sketches). This includes the following scope of work; Sitework Prep, Concrete Sidewalk with Tactile Warning Pads, Site Benches with Concrete Pads, Historic Perimeter Fence Relocation including Concrete Mow Strip and Post Footings, Tree Paver Grates, Landscaping and Irrigation. Total Cost of Item 4 Work is $420,000.00 (See attached Document for Item Cost Breakdown)
6.	Item 5: To furnish and install the Arsenal Street Site Finish work in front of proposed Building 2 as shown on the Contract Documents (Limits of work shown in attached Sketches). This includes the following scope of work; Weathered Steel Planters with Gravel Drip Strip, Concrete Stairwell including Granite Treads and Handrails, Type C Unit Pavers on Concrete Pad, Concrete Sidewalk with Tactile Warning Pads, Concrete Retaining Walls adjacent to the Planters, Tree Paver Grates, Landscaping and Irrigation. Total Cost of Item 5 Work is $495,000.00 (See attached Document for Item Cost Breakdown)

CLARIFICATIONS

Division 1 ‐ General Requirements



1.1	This proposal is valid for thirty (30) days.
1.2	We have not included any provisions for concealed conditions or items not noted or indicated within the GMP Documents.
1.3	We have included the cost of the building permit within our bid.
1.4	We have included a Construction Contingency in the amount of two (2%) percent.




C.E. Floyd Company, Inc.	1	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC



1.5	The Construction Contingency is the Construction Manager’s (CM) Contingency, i.e., for the CM’s exclusive use for properly reimbursable Cost(s) as required to execute the Work, including changes in market conditions, and subcontractor availability, and for scope that may be undefined in the GMP Phase. The CM Contingency is not to be used for such things as changes in scope, systems, kinds and quality of materials, finishes, and equipment. The CM Contingency will be regularly accounted for during the progress of the Work. We recommend that the Owner maintains a change order Contingency separate from the CM Contingency contained in the contract value, to facilitate any scope and/or program changes.
1.6	We have not included providing general contractor performance and payment bonds.
1.7	We have included providing subcontractor performance and payment bonds for any potential contracts over $500,000.00 which include the following Subcontractors; Concrete Formwork and Flatwork, Structural Precast, Miscellaneous Metals, Waterproofing and Damproofing, Aluminum Screening System, Plumbing, Electrical, Sitework, and Site Finish Package (Landscaping, Hardscaping, Granite Posts/Walls, Irrigation, Site Furnishings, etc.).
1.8	It is understood that the Owner will pay for all costs and/or fees associated with required USGBC registration filing, credit interpretations, certification and other administrative items directly related to Sustainable Design requirements.
1.9	Builder’s Risk Insurance, including the deductible, shall be provided by the Owner.
1.10	We have included the cost of procuring insurance coverage as identified on our Certificate of Insurance submitted with our proposal. Any additional insurance requirements shall be considered an added cost to the project.
1.11	We have not included any night watchman services.
1.12	Any breakdown of this price is done so for accounting purposes and does not necessarily represent the total cost of the breakdown item.
1.13	CEF reserves the right to substitute any proposed subcontractors at time of final subcontractor award.
1.14	We have not included any applicable testing and/or independent inspections for the project.
1.15	We have assumed a fifteen (15) month construction schedule. We have based our schedule on a Construction Start Date of October 17, 2016.
1.16	We have not included any Utility Company fees and/or Municipal back charges or fees.
1.17	We have not included any BIM Coordination within our GMP Estimate.
1.18	We have not included liquidated damages.
1.19	We have not included design fees except for the Structural Precast Garage and Fire Protection System.

Division 2 – Existing Conditions



2.1	We have not included the testing, remediation, removal, handling, and disposal of any hazardous materials as part of the Building 311 Renovation Work. This work is assumed to be done by the Owner prior to C.E. Floyd commencing work onsite if required.




C.E. Floyd Company, Inc.	2	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC

Division 3 ‐ Concrete



3.1	We have included all Site Retaining Walls as Concrete. We have not included furnishing and installing any Modular Block, Stone Veneer, etc. Retaining Walls.
3.2	We have not included any work associated with the Building 39 Generator, including the Concrete Retaining Walls and Generator Pad within the Base Bid. This work will be included as part of a separate project.
3.3	We have not included any Traffic Topping within the Garage. We have only included Cast‐In‐Place Concrete Topping where indicated on the GMP Documents.

Division 4 ‐ Masonry



4.1	We have included furnishing and installing Standard CMU Block of varying thicknesses (8”, 10”, and 12”) where indicated on the GMP Documents. We have not included any Ground Face CMU.

Division 5 ‐ Metals



5.1	We have not included any work associated with the Building 39 Generator, including the Galvanized Steel Guardrail within the Base Bid. This work will be included as part of a separate project.
5.2	We have included RS2.0 Reveal Series Dovetail Roof Deck as manufactured by Canam in lieu of the Epicore ER2R Metal Decking.
5.3	We have not included any repairs to existing structural conditions within Building 311 unless noted.
5.4	We have included a Hot Dipped Galvanized Finish for the Structural Steel Back‐Up Framing for the Aluminum Screening System in lieu of Color Galvanized.

Division 7 – Thermal and Moisture Protection



7.1	We have included furnishing and installing a Fully Adhered, 60mil Thick, White TPO Roofing System at all locations noted to receive roofing including;
	‐	Stairwell 1 Roof
	‐	Stairwell 2 Roof
	‐	Stairwell 6 Roof – 2 Locations
	‐	Stairwells 7 and 8 Roof
	‐	Pedestrian Bridge Roof
7.2	We have included a Hot Dipped Galvanized Finish for the Structural Steel Back‐Up Framing for the Aluminum Screening System in lieu of Color Galvanized.
7.3	We have included furnishing and installing 2’‐0” Tall x 1’‐6” Wide Tournesol Siteworks Linear Hanging Planters at the noted Elevations. We have assumed eight (8) foot long Planters at all locations with four (4) foot long Planters to fill in as required.
7.4	We have included furnishing and installing Aluminum Downspouts and Scuppers at both the Garage and Pedestrian Bridge where indicated on the GMP Documents.




C.E. Floyd Company, Inc.	3	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC

Division 8 ‐ Doors and Windows



8.1	We have included furnishing and installing an Allegion Grade 1 Hardware Package.
8.2	We have included furnishing and installing a Schlage Standard Interchangeable Core System.
8.3	We have not included any Electrified Door Hardware, including Card Readers, Automatic Openers, Electric Lockets, Keypads, etc.
8.4	We have included grouting interior and exterior hollow metal door frames.

Division 9 ‐Finishes



9.1	We have not included painting any exposed mechanical and electrical systems.

Division 10 ‐ Specialties



10.1	We have included furnishing and installing the following Dero Decker Lift Assist Bike Units within the Bike Storage Room:
	‐	Five (5) DD‐SS‐12‐B Dero 12 Bike Units
	‐	Two (2) DD‐SS‐8‐B Dero 8 Bike Units
	‐	One (1) Fixit‐H Bike Repair Station
	‐	One (1) Air Kit Fixit‐B

Division 11 ‐ Equipment



11.1	We have not included any Parking Equipment, including Gates, Automated Parking Guidance System, etc. We have assumed all Parking Equipment will be furnished and installed by the Owner.
11.2	We have not included furnishing, installing, or connecting Owner FF&E.
11.3	We have not included unloading, moving and protecting the Owner’s FF&E items.

Division 12 ‐ Furnishings



12.1	We have not included furnishing or installing any Site Litter Receptacles as none were shown on the GMP Documents.

Division 14 – Conveying Systems



14.1	We have included furnishing and installing two (2) 4,000 lb Kone EcoSpace AC Gearless MFL Traction Passenger Elevators.
14.2	We have included furnishing and installing Savaria Multi‐Lift Enclosure at the new Platform/Suspended Walkway in Building 311.

Division 21 ‐ Fire Protection



21.1	We have included Professionally Engineered Stamped Drawings and Hydraulic Calculations.




C.E. Floyd Company, Inc.	4	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC



21.2	We have not included furnishing or installing a Fire Pump, Controllers, or Water Storage Tanks.

Division 22 ‐ Plumbing



22.1	We have included furnishing and installing Rinker STC 450 Precast Concrete Stormceptors for GSI‐1 and GSI‐2.
22.2	We have included furnishing and installing a Compound Water Meter and Backflow Preventer at the Water Service Entrance.
22.3	We have not included furnishing and installing any Gas Piping to or within the garage.

Division 23 ‐HVAC



23.1	We have not included furnishing and installing an Automatic Temperature Control System tied into the existing Campus Management System. We have included Stand Alone Controls only for all HVAC Equipment.

Division 26 ‐ Electrical



26.1	We have included furnishing and installing all Wiring in Rigid Metal Conduit.
26.2	We have included MI Cable only where indicated on the Power Riser Diagram.
26.3	We have included Aluminum Conductors for Feeders over 400amps. All other feeders will be Copper.
26.4	We have included fuel for Generator Startup and Testing only.
26.5	We have not included furnishing and installing a Lightning Protection System.
26.6	We have not included an Area of Rescue System.
26.7	We have based the Site Lighting Package as shown on Drawing E‐100.
26.8	We have included Pull String and Empty Raceways only for the Security/Access Control System. We have assumed all Wiring, Terminations, Equipment, etc. will be provided by the Owner’s Security/Access Control System Vendor.
26.9	We have included Pull String and Empty Raceways only for the Tel/Data System. We have assumed all Wiring, Terminations, Equipment, etc. will be provided by the Owner’s Tel/Data System Vendor.
26.10	We have not included any provisions, including Pull Strings and Empty Raceways for an Audio Visual System.
26.11	We have not included any work associated with the Building 39 Generator, including the Generator Relocation, New Conduits and Feeders, Connections, etc. within the Base Bid. This work will be included as a separate project.
26.12	We have not included any work associated with the Relocation of the Existing Switchgear and 500KW Generator, including new Conduits, Feeders, Connections, Sitework, etc. within the Base Bid. This work will be included as a separate project.




C.E. Floyd Company, Inc.	5	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC

Division 31 ‐ 33 – Earthwork, Site Improvements & Utilities



31.1	We have included furnishing and installing Stormtrap Detention System Units in lieu of the specified Conspan Detention Systems. The Stormtrap Units had been previously approved by Stantec during the Design Development Budget Phase.
31.2	We have assumed that the existing soil at the proposed Detention Systems is suitable for the Cast‐In‐Place Concrete Slab Installation and no over digs will be required.
31.3	We have included furnishing and installing a 2‐Line Safety Railing at the Top of the Excavation Support System.
31.4	We have included ten (10) Months of Dewatering within our GMP Estimate.
31.5	We have included furnishing and installing two (2) 8,000 Gallon Rainflo Corrugated Steel Tanks.
31.6	We have not included ledge and boulder removal greater than one (1) cubic yard in size.
31.7	We have assumed that the existing underground utilities that we are connecting to are in an acceptable condition to do so.
31.8	We have not included underpinning of existing foundations.
31.9	We have not included furnishing or installing a Perimeter Drain or Underslab Drainage System.
31.10	We have not included any Steel Site Bollards.
31.11	We have not included any Precast Concrete Wheel Stops.
31.12	We have included furnishing and installing Type C Pavers in Varying Sizes.
31.13	We have not included any work, including Paving, Striping, Pavement Markings, Curbing, Sidewalks, Traffic Signals, etc. at the Intersection on North Beacon Street and Charles River Road. This work will be included as part of a separate package.
31.14	We have not included any work, including Paving, Striping, Pavement Markings, Pavers, Curbing, Sidewalk, Traffic Signals, etc. at the Arsenal Street Garage Exit and Arsenal Street Intersection. This work will be included as part of a separate package.
31.15	We have not included the following Site Finish work in front of Proposed Building 2 as this work will be included within the Building 2 Package: ‐ Weathered Steel Planters with Gravel Drip Strip ‐ Stairwell including Concrete, Granite Treads, Handrail, etc. ‐ Type C Unit Pavers, including the 6” Thick Concrete Pad ‐ Concrete Sidewalk including the Tactile Warning Pads ‐ Concrete Retaining Walls adjacent to the Planters ‐ Tree Paver Grate ‐ Landscaping, including Plantings, Mulch, Planting Soil Mixture, etc. ‐ Irrigation System
31.16	We have not included the following work in front of Existing Building 311 as this work will be included in a separate package:
	‐ Concrete Sidewalk including the Tactile Warning Pads
	‐ Historic Perimeter Fence Relocation and Refurbishing
	‐ Concrete Mow Strip and Post Footings for the Historic Perimeter Fence
	‐ Site Benches including the Concrete Pad
	‐ Tree Paver Grate




C.E. Floyd Company, Inc.	6	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC



‐	Landscaping, including Plantings, Mulch, Planting Soil Mixture, etc.
‐	Irrigation System




C.E. Floyd Company, Inc.	7	November 17, 2016
Exhibit ‘C’ – Assumptions and Qualifications



West Parking Garage	athena Arsenal, LLC

EXHIBIT ‘D’ – ALLOWANCES, ALTERNATES, AND UNIT PRICES

ALLOWANCES



1.	We have included an allowance of $3,000.00 to furnish and install Temporary Site Signage during Construction.
2.	We have included an allowance of $50,000.00 for Winter Conditions as related to the Concrete Formwork and Flatwork Scopes of Work.
3.	We have included an allowance of $100,000.00 to furnish and install the Galvanized Steel Anchor Barrier Strand where indicated on the GMP Documents.
4.	We have included an allowance of $35,000.00 to furnish and install a Free Standing Mock‐Up including the Pre‐Cast Panels and Aluminum Screening System.
5.	We have included an allowance of $2,500.00 to furnish and install Spray Foam Insulation within the Pedestrian Bridge.
6.	We have included an allowance of $25,000.00 to furnish and install Spray Applied Fireproofing on Structural Steel at the Pedestrian Bridge and within the Building 311 Lobby.
7.	We have included an allowance of $10,000.00 to patch areas of Drywall affected by Demolition/New Suspended Walkway in Building 311.
8.	We have included an allowance of $75,000.00 to provide a Police Detail during Construction.
9.	We have included an allowance of $15,000.00 for a Kone Elevator Operator as required during the Elevator Shaft Construction.
10.	We have included an allowance of $20,000.00 for Electrical Make Safe and New Power Distribution for the Building 311 Suspended Walkway/Platform work.
11.	We have included an allowance of $50,000.00 for Winter Conditions as related to the Sitework Scope of Work.
12.	We have included an allowance of $350,000.00 for Unknown Soil and Utility Conditions.
13.	We have included an allowance of $50,000.00 to provide Power and Maintain the Dewatering System.
14.	We have included an allowance of $50,000.00 to Remove, Refurbish, Alter, and Reinstall the Perimeter Historic Fence.

ALTERNATES



1.	We require that any bid alternates that are to be selected are done so at contract award and included in our contract amount.
2.	Add Alternate 1: Furnish and Install a too be determined quantity of Charge Point Charging Stations for Electric Cars. Add To Be Determined
3.	Add Alternate 2: To Dismantle and Salvage the existing Aluminum Storefront Vestibule in Building 311 during Construction. Cost includes Re‐Installing the Vestibule upon completion of the Suspended Walkway/Platform. Add To Be Determined upon completion of Existing Footing Exploration
4.	Deduct Alternate 1: Upon the Fire and Police Department’s Testing within the Garage, if the Bi‐Directional Antenna System is not required, Deduct $44,000.00




C.E. Floyd Company, Inc.	1	November 21, 2016
Exhibit ‘D’ – Allowances, Alternates, and Unit Prices



West Parking Garage	athena Arsenal, LLC

UNIT PRICES



1.	Below are the Unit Costs for the Additive Changes to the Cost of Work
2.	To Transport and Dispose of the following Material:
	‐	Type A Soil ‐ $14.50/Ton
	‐	Type B‐1 Soil to In‐State Unlined Landfill ‐ $39.00/Ton
	‐	Type B‐2 Soil to In‐State Lined Landfill ‐ $48.00/Ton
	‐	Type B‐3 Soil to Regional Asphalt Batch Facility ‐ $54.00/Ton
	‐	Type B‐4 Soil to Thermal Desportion Facility ‐ $71.75/Ton
	‐	Type B‐5 Soil to Regional Non‐Hazardous Waste Facility ‐ $90.50/Ton
	‐	Type C PCE/TCE Soil to Out of State Hazardous Waste Facility ‐ $402.75/Ton
	‐	Type D‐1 Asphalt Materials ‐ $21.50/Ton
	‐	Type D‐2 Uncoated Boulders, Granite, and Other Misc. Rubble ‐ $23.75/Ton
	‐	Type D‐3 Uncoated Large Boulders or Concrete ‐ $21.50/Ton
	‐	Type D‐4 Timber Piles, Railroad Ties, and Other Wood Waste ‐ $193.10/Ton
	‐	Type D‐5 Metal Debris ‐ $22.10/Ton




C.E. Floyd Company, Inc.	2	November 21, 2016
Exhibit ‘D’ – Allowances, Alternates, and Unit Prices

EXHIBIT 'E' - GMP ESTIMATE



athenahealth West Parking Garage GMP Schedule of Values
C.E. Floyd Company, Inc. ‐ November 21, 2016
01‐0000.000	GENERAL CONDITIONS
01‐1120.110	Project Executive	$	49,904.00
01‐1120.120	Sr. Project Manager	$	278,731.00
01‐1120.150	Project Engineer	$	248,506.00
01‐1120.160	Field Engineer	$ ‐
01‐1120.220	Superintendent	$	347,162.00
01‐1120.240	Assistant Superintndent	$	185,176.00
01‐1120.250	CEF Carpenter	$ ‐
01‐1120.260	CEF Laborer	$ ‐
01‐1120.310	Field Operations Manager	$	82,993.00
01‐1120.320	Safety Director	$	67,805.00
01‐1120.410	Project Accounting	$	26,851.00
01‐1120.510	Estimating	$	20,800.00
01‐1120.710	Documents	$	6,000.00
01‐1120.810	Photos	$ ‐
01‐1120.910	Travel	$	13,000.00
01‐1130.110	Office & Job Trailers	$	33,000.00
01‐1130.210	Job Trailer Misc.	$	2,627.00
01‐1130.250	Temporary Toilets	$	10,200.00
01‐1130.310	Office Supplies & Euip.	$	24,750.00
01‐1130.320	Drinking Water	$	1,500.00
01‐1130.410	Site Signage Allowance	$	3,000.00
01‐1130.710	Monthly Postage	$	1,500.00
01‐1130.720	Package Distribution	$	3,000.00
01‐1130.810	Telephone Service	$	7,225.00
01‐1140.110	Testing & Inspection Services	$ ‐
01‐1150.210	Snow Removal	$	3,070.00
01‐1150.310	Temp. Heat Buildings	$ ‐
01‐1150.510	Lean Coordination and Coaching	$	36,400.00
01‐1150.710	Temporary Electric	$	22,500.00
01‐1150.810	Temporary Water	$	1,125.00
01‐1150.910	Surveying & Layout	$	19,900.00



01‐1160.220	As‐Builts	$	1,500.00
01‐1160.410	Project Clean Up	$	111,125.00
01‐1160.510	Final Cleaning	$	24,617.00
01‐1180.110	Safety Protection	$	54,751.00
01‐1180.210	Fire Protection	$ ‐
01‐1180.310	OSHA & Safety	$	77,980.00
01‐1180.710	Security Camera	$	10,000.00
01-8100.000	DURATION & RENTED EQUIPMENT
01‐8100.020	Trucks	$	23,500.00
01‐8100.900	Small Tools	$	54,875.00
		$	1,855,073.00

02-0000.000	EXISTING CONDITIONS & DEMO
02‐3219.110	Test Pits	$	25,813.00
02‐4100.999	Selective Demolition Sub	$	10,000.00
02‐4105.010	Demolition Preparation	$	4,568.00
		$	40,381.00

03-0000.000	CONCRETE
03‐1000.999	Concrete Formwork & Flatwork Sub	$	5,825,330.00	This is a Turnkey Cost which includes all Concrete and Reinforcing Material as well as Labor
03‐1113.720	Expansion Joints	$	3,097.00
03‐1513.110	Waterstop	$ ‐		Included with 03‐1000.999 Concrete Formwork Sub
03‐2100.998	Concrete Reinforcement Materials	$ ‐		Included with 03‐1000.999 Concrete Formwork Sub
03‐3000.998	Concrete Ready‐Mix Materials	$ ‐		Included with 03‐1000.999 Concrete Formwork Sub
03‐3500.210	Concrete Pump	$ ‐		Included with 03‐1000.999 Concrete Formwork Sub
03‐3500.999	Finish Flatwork Sub	$	71,286.00	Site Concrete Flatwork Only, all Building Concrete included with 03‐1000.999 Concrete Formwork Sub
03‐4100.995	Structural Precast Equipment	$	20,000.00
03‐4100.997	Structural Precast Labor	$	20,000.00
03‐4100.999	Precast‐ Structural	$	10,489,000.00
03‐5000.999	Concrete Topping & Underlayment Sub	$ ‐		Included with 03‐1000.999 Concrete Formwork Sub
		$	16,428,713.00

04-0000.000	MASONRY
04‐0100.999	Masonry Sub	$	278,000.00
		$	278,000.00



05-0000.000	METALS
05‐1200.999	Structural Steel Buy & Sub	$	254,800.00
05‐5000.999	Metal Fabrications Sub	$	248,661.00
05‐5213.200	Cable Infill Handrails	$	205,600.00
05‐5213.400	Vinyl Coated Chain Link Fence	$ ‐		Included with 03‐4100.999 Precast‐Structural
05‐5213.999	Handrails Sub	$	243,525.00
05‐5400.200	Trench Covers	$	1,000.00
05‐5820.125	Embedded Steel	$	14,000.00
		$	967,586.00

06-0000.000	ROUGH CARPENTRY
06‐1010.020	Roof Blocking	$ ‐		Included with 07‐5000.999 Membrane Roofing Sub
06‐1533.120	Wood Decking	$	52,000.00
		$	52,000.00

07-0000.000	THERMAL & MOISTURE PROTECTION
07‐1000.999	Damproofing & Waterproofing Sub	$	1,096,611.00
07‐2113.999	Rigid Insulation Sub	$	9,000.00
07‐2116.260	Sound Batts	$	6,000.00
07‐2129.265	Spray Foam Insulation Allowance	$	2,500.00
07‐4200.999	Metal Panel Siding Sub	$	35,500.00
07‐4600.111	Siding Mock‐Up Allowance	$	35,000.00
07‐4600.999	Siding Sub	$	1,800,065.00	Includes Back‐Up Structural Steel Framing System for the Aluminum Fin Tube Screening
07‐5000.999	Membrane Roofing Sub	$	55,751.00
07‐7200.100	Linear Hanging Planters	$	215,450.00
07‐8100.999	Spray Applied Fireproofing Allowance	$	25,000.00
07‐9200.999	Caulking Sub	$	56,600.00
		$	3,337,477.00

08-0000.000	DOORS & WINDOWS
08‐1000.997	Doors & Frames Labor	$	10,045.00
08‐1000.998	Doors & Frames Materials	$	27,415.00
08‐4100.998	Dismantle and Reinstall Building 311 Vestibule	$ ‐
08‐4100.999	Storefront Sub	$	160,200.00
08‐4400.999	Curtainwall Sub	$ ‐		Included with 08‐4100.999 Storefront Sub



08‐7100.998	Door Hardware Materials	$ ‐		Included with 08‐1000.998 Doors & Frames Materials
08‐8000.999	Glazing Sub	$ ‐		Included with 08‐4100.999 Storefront Sub
08‐9000.997	Louvers Labor	$ ‐		Included with 23‐0100.999 HVAC Sub
08‐9000.998	Louvers Materials	$	10,030.00	Included with 23‐0100.999 HVAC Sub
		$	207,690.00

09- 0000.000	FINISHES
09‐2000.999	Drywall Sub	$	69,100.00	Includes a $10,000 Allowance for Drywall Patching in Building 311
09‐5000.999	Acoustical Ceilings Sub	$	2,250.00
09‐6200.999	Special Flooring Sub	$ ‐		Included with 09‐9000.999 Painting Sub
09‐6500.999	Resilient Flooring Sub	$	2,251.00
09‐9000.999	Painting Sub	$	100,900.00
		$	174,501.00

10- 0000.000	SPECIALTIES
10‐0100.997	Bike Rack Storage Labor	$ ‐		Included with 10‐0100.998 Specialties Materials
10‐0100.998	Bike Rack Storage Material	$	65,619.00
10‐0100.999	General Police Detail Allowance	$	75,000.00
10‐1400.999	Signage Sub	$	45,643.00
10‐4400.997	Fire Protection Specialties Labor	$ ‐		Included with 10‐4400.998 Fire Protection Specialties Materials
10‐4400.998	Fire Protection Specialties Materials	$	7,075.00
		$	193,337.00

11- 0000.000	EQUIPMENT
11‐1200.111	Parking Equipment Allowance	$ ‐		Not Included ‐ By Owner
11‐8200.999	General Construction Equipment	$	159,400.00
		$	159,400.00

12- 0000.000	FURNISHINGS
12‐9300.998	Site Furnishings Material	$	30,908.00
		$	30,908.00

14- 0000.000	CONVEYING SYSTEMS
14‐2000.999	Elevator Sub	$	385,000.00	Includes a $ 15,000 Allowance for an Elevator Operator Allowance
14‐4000.999	Lifts Sub	$	25,600.00
		$	410,600.00



21- 0000.000	FIRE SUPRESSION
21‐1300.999	Fire Protection Sub	$	338,500.00
		$	338,500.00

22- 0000.000	PLUMBING
22‐0100.999	Plumbing Sub	$	879,743.00
		$	879,743.00

23- 0000.000	HVAC
23‐0100.999	HVAC Sub	$	134,255.00
23‐0900.999	Controls Sub	$ ‐
		$	134,255.00

26- 0000.000	ELECTRICAL
26‐0100.995	Electric Car Charging Stations	$ ‐
26‐0100.998	Bi‐Directional Antenna System	$ ‐		Included with 26‐0100.999 Electrical Sub
26‐0100.999	Electrical Sub	$	1,940,980.00	Includes a $ 20,000 Allowance for Building 311 Make Safe and New Power Distribution
26‐5000.998	Interior Lighting Fixture Package	$ ‐		Included with 26‐0100.999 Electrical Sub
26‐5600.111	Exterior Lighting Fixure Package	$ ‐		Included with 26‐0100.999 Electrical Sub
		$	1,940,980.00

27- 0000.000	COMMUNICATIONS
27‐2000.000	Data Communications	$ ‐		Not Included ‐ By Owner
		$ ‐

28- 0000.000	ELECTRONIC SAFETY & SECURITY
28‐2000.000	Security/Access Control System	$ ‐		Not Included ‐ By Owner
28‐3000.000	Fire Alarm	$ ‐		Included with 26‐0100.999 Electrical Sub
		$ ‐

31- 0000.000	EARTHWORK
31‐1000.111	Sitework Allowance	$	50,000.00	Winter Conditions Allowance
31‐1000.999	Sitework Sub	$	8,091,549.00	This is a Turnkey Cost which includes; Utilities, Grading, Excavation, Drainage, Sewer, etc.
31‐1100.050	Site Demolition	$ ‐		Included with 31‐1000.999 Sitework Sub
31‐1100.410	Surveying	$	15,000.00



31‐2213.110	Grading	$ ‐		Included with 31‐1000.999 Sitework Sub
31‐2316.210	Structure Excavation	$ ‐		Included with 31‐1000.999 Sitework Sub
31‐2316.220	Mass Site Excavation	$ ‐		Included with 31‐1000.999 Sitework Sub
31‐2316.225	Contaminated Site Material Removal Allowance	$	350,000.00
31‐2319.111	Dewatering Allowance	$	50,000.00
31‐2319.120	Dewatering	$ ‐		Included with 31‐1000.999 Sitework Sub
31‐2500.110	Temp Erosion Control	$ ‐		Included with 31‐1000.999 Sitework Sub
31‐3116.999	Rodent and Pest Control	$	2,500.00
31‐4100.100	Sheetpiling Instrumentation	$	30,000.00
31‐4116.118	Sheetpiling Sub	$ ‐		Included with 31‐1000.999 Sitework Sub
		$	8,589,049.00

32- 0000.000	EXTERIOR IMPROVEMENTS
32‐1200.999	Paving Sub	$ ‐		Included with 31‐1000.999 Sitework Sub
32‐1313.100	Site Concrete	$ ‐		Included with 31‐1000.999 Sitework Sub
32‐1400.100	Granite Post at Historic Fence	$	16,563.00
32‐1400.999	Unit Paving Sub	$	344,158.00
32‐1640.120	Granite Seat Wall	$	83,573.00
32‐1723.100	Pavement Marking	$	14,700.00
32‐3113.008	Temporary Chain Link Fencing	$	34,908.00
32‐3113.110	Historic Perimeter Metal Fence Allowance	$	50,000.00
32‐3200.110	Site Landscaped Walls	$ ‐		Not Included ‐ All Site Retaining Walls to be Concrete
32‐8000.999	Irrigation Sub	$	110,751.00
32‐9000.999	Landscaping Sub	$	428,177.00
32‐9413.110	Edging	$	9,211.00
		$	1,092,041.00

33- 0000.000	UTILITIES
33‐0100.999	Site Utility Sub	$ ‐		Included with 31‐1000.999 Sitework Sub
33‐0533.999	Gas Service Sub	$ ‐		Included with 31‐1000.999 Sitework Sub
33‐1000.000	Water Distribution	$ ‐		Included with 31‐1000.999 Sitework Sub
33‐3000.000	Precast Structures	$ ‐		Included with 31‐1000.999 Sitework Sub
33‐4000.000	Storm Drainage	$ ‐		Included with 31‐1000.999 Sitework Sub
		$ ‐

	SUBTOTAL	$	37,110,234.00



Construction Contingency	$	742,205.00
Escalation Contingency	$ ‐
Project Software Technology	$ ‐
MA Sales Tax	$	23,611.00
Gen'l, Prof, & Pollution Liab.	$	560,806.00
Building Permit	$	548,600.00
Overhead & Fee	$	1,072,100.00
Preconstruction Services	$ ‐		Preconstruction Services were removed due to this being includes in a Separate Contract

TOTAL	$40,057,556.00



C.E. Floyd Company, Inc.	Spreadsheet Report		Page 1
	E16034 West Garage		11/16/2016 10:45 AM
	E16034 athenahealth West Parking Garage V.E. GMP Revision 2 November 17, 2016


	Project name	E16034 West Garage
		The Arsenal on the Charles
		Watertown
		MA 02472
	Labor rate table	Labor - Bare
	Equipment rate table	Equipment
	Job size	463351 sf
	Duration	15 mo
	Bid date	11/17/2016 10:00 AM
	Report format	Sorted by 'Group phase/Phase' 'Detail' summary

EXHIBIT 'D' - GMP ESTIMATE

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
01-0000.0 00		GENERAL CONDITIONS
	01-1120.110	Project Executive
		2016 Project Executive	11.00 wk	-	-	-	-	-	-	-		4.000	184.00 /hr	8,096	736.00 /wk	8,096
		2017 Project Executive	52.00 wk	-	-	-	-	-	-	-		4.000	193.20 /hr	40,186	772.80 /wk	40,186
		2018 Project Executive Project Executive	2.00 wk	/wk	-	-	/wk	-	/wk	-	-	4.000	202.86 /hr	1,623 49,904	811.44 /wk /wk	1,623 49,904
	01-1120.120	Sr. Project Manager
		2016 Project Manager	13.00 wk	-	-	-	-	-	-	-		40.000	148.00 /hr	76,960	5,920.00 /wk	76,960
		2017 Project Manager	52.00 wk	-	-	-	-	-	-	-		24.000	155.40 /hr	193,939	3,729.60 /wk	193,939
		2018 Project Manager Sr. Project Manager	2.00 wk	/wk	-	-	/wk	-	/wk	-	-	24.000	163.17 /hr	7,832 278,731	3,916.08 /wk /wk	7,832 278,731
	01-1120.150	Project Engineer
		2016 Project Engineer	13.00 wk	-	-	-	-	-	-	-	-	40.000	89.00 /hr	46,280	3,560.00 /wk	46,280
		2017 Project Engineer	52.00 wk	-	-	-	-	-	-	-	-	40.000	93.45 /hr	194,376	3,738.00 /wk	194,376
		2018 Project Engineer Project Engineer	2.00 wk	/wk	-	-	/wk	-	/wk	-	-	40.000	98.13 /hr	7,850 248,506	3,925.20 /wk /wk	7,850 248,506
	01-1120.220	Superintendent
		2016 Superintendent	11.00 wk	-	-	-	-	-	-	-		40.000	128.00 /hr	56,320	5,120.00 /wk	56,320
		2017 Superintendent	52.00 wk	-	-	-	-	-	-	-		40.000	134.40 /hr	279,552	5,376.00 /wk	279,552
		2018 Superintendent Superintendent	2.00 wk	/wk	-	-	/wk	-	/wk	-		40.000	141.12 /hr	11,290 347,162	5,644.80 /wk /wk	11,290 347,162
	01-1120.240	Assistant Superintendent
		2016 Assistant Superintendent	4.00 wk	-	-	-	-	-	-	-		40.000	79.00 /hr	12,640	3,160.00 /wk	12,640
		2017 Assistant Superintendent Assistant Superintendent	52.00 wk	/wk	-	-	/wk	-	/wk	-		40.000	82.95 /hr	172,536 185,176	3,318.00 /wk /wk	172,536 185,176
	01-1120.250	Carpenter
		2016 CEF Carpenter	wk		63.35 /hr		-	-	-	-	-		-	-	/wk
		2017 CEF Carpenter	wk		66.52 /hr		-	-	-	-	-		-	-	/wk
		2018 CEF Carpenter	wk		69.85 /hr		-	-	-	-	-		-	-	/wk
	01-1120.260	Laborer
		2016 CEF Laborer	wk		56.22 /hr		-	-	-	-	-		-	-	/wk
		2017 CEF Laborer	wk		59.04 /hr		-	-	-	-	-		-	-	/wk
		2018 CEF Laborer	wk		62.00 /hr		-	-	-	-	-		-	-	/wk
	01-1120.310	Field Operations Manager
		2016 Field Operations Manager	11.00 wk	-	-	-	-	-	-	-	-	8.000	153.00 /hr	13,464	1,224.00 /wk	13,464
		2017 Field Operations Manager	52.00 wk	-	-	-	-	-	-	-	-	8.000	160.65 /hr	66,830	1,285.20 /wk	66,830
		2018 Field Operations Manager Field Operations Manager	2.00 wk	/wk	-	-	/wk	-	/wk	-	-	8.000	168.69 /hr	2,699 82,993	1,349.52 /wk /wk	2,699 82,993
	01-1120.320	Safety Director
		2016 Project Safety Director	11.00 wk	-	-	-	-	-	-	-	-	8.000	125.00 /hr	11,000	1,000.00 /wk	11,000
		2017 Project Safey Director	52.00 wk	-	-	-	-	-	-	-	-	8.000	131.25 /hr	54,600	1,050.00 /wk	54,600

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		2018 Project Safety Director Safety Director	2.00 wk	/wk	-	-	/wk	-	/wk	-	-	8.000	137.82 /hr	2,205 67,805	1,102.56 /wk /wk	2,205 67,805
	01-1120.410	Project Accounting
		2016 Project Accounting	11.00 wk	-	-	-	-	-	-	-	-	6.000	66.00 /hr	4,356	396.00 /wk	4,356
		2017 Project Accounting	52.00 wk	-	-	-	-	-	-	-	-	6.000	69.30 /hr	21,622	415.80 /wk	21,622
		2018 Project Accounting Project Accounting	2.00 wk	/wk	-	-	/wk	-	/wk	-	-	6.000	72.77 /hr	873 26,851	436.62 /wk /wk	873 26,851
	01-1120.510	Estimating
		2016 Senior Estimator Estimating	4.00 wk	/wk	-	-	/wk	-	/wk	-	-	40.000	130.00 /hr	20,800 20,800	5,200.00 /wk /wk	20,800 20,800
	01-1120.710	Documents
		Bidding Documents	1.00 ls	-	-	-			-	-	-		2,000.00 /ls	2,000	2,000.00 /ls	2,000
		Reprographics Documents	1.00 ls	/ls	-	-	/ls		/ls	-	-		4,000.00 /ls	4,000 6,000	4,000.00 /ls /ls	4,000 6,000
	01-1120.810	Photos
		Project Photos by GC	mo		/mo				-	-	-		100.00 /mo		/mo
	01-1120.910	Travel
		Field Travel	65.00 wk	-	-	-	-	-	-	-	-		50.00 /wk	3,250	50.00 /wk	3,250
		Administrative Travel Travel	65.00 wk	/wk	-	-	/wk	-	/wk	-	-		150.00 /wk	9,750 13,000	150.00 /wk /wk	9,750 13,000
	01-1130.110	Offices & Job Trailers
		Office Trailer	15.00 mo	-	-	-	-	-	-	-	30,000		-	-	2,000.00 /mo	30,000
		Box Container	15.00 mo	-	-	-	-	-	-	-	3,000		-	-	200.00 /mo	3,000
		Offices & Job Trailers		/ls			/ls		/ls		33,000				/ls	33,000
	01-1130.210	Job Trailer Misc.
		Office Trailer - Mob & Demob	2.00 ea	-	-	-	-	-	-	-	800		-	-	400.00 /ea	800
		Office Trailer - Block & Level & Unblock	2.00 ea	253.40 /ea	63.35 /hr	507	60.00 /ea	120	-	-	-		-	-	313.40 /ea	627
		Office Trailer - Stair & Rail	15.00 mo		/mh				-	-	-		80.00 /mo	1,200	80.00 /mo	1,200
		Job Trailer Misc.		/ls		507	/ls	120	/ls		800			1,200	/ls	2,627
	01-1130.250	Temporary Toilets
		Temporary Toilets	15.00 mo	-	-	-			-	-	8,700		-	-	580.00 /mo	8,700
		Sanitary Supplies	15.00 mo	-	-	-	14.71 /mo	221	-	-	1,279		-	-	100.00 /mo	1,500
		Temporary Toilets		/mo			/mo	221	/mo		9,979				/mo	10,200
	01-1130.310	Office Supplies & Equip
		Computer Monthly Rate	15.00 mo	-	-	-	700.00 /mo	10,500	-	-	-		-	-	700.00 /mo	10,500
		On-Site Technology - IPad, TV, etc.	15.00 mo	-	-	-	-	-	-	-	-		600.00 /mo	9,000	600.00 /mo	9,000
		Furniture	2.00 ea	-	-	-	-	-	-	-	3,000		-	-	1,500.00 /ea	3,000
		Office Supply & Equip -GC	15.00 mo	-	-	-			-	-	-		150.00 /mo	2,250	150.00 /mo	2,250
		Office Supplies & Equip		/ls			/ls	10,500	/ls		3,000			11,250	/ls	24,750
	01-1130.320	Drinking Water
		Drinking Water	15.00 mo	-	-	-	-	-	-	-	1,500		-	-	100.00 /mo	1,500
		Drinking Water		/mo			/mo		/mo		1,500				/mo	1,500
	01-1130.410	Signs
		Site Signage Allowance	1.00 ls	-	-	-	-	-	-	-	-		3,000.00 /ls	3,000	3,000.00 /ls	3,000
		Signs		/ea			/ea		/ea					3,000	/ea	3,000
	01-1130.710	Monthly Postage
		Monthly Postage	15.00 mo	-	-	-	-	-	-	-	-		100.00 /mo	1,500	100.00 /mo	1,500

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Monthly Postage		/mo			/mo		/mo					1,500	/mo	1,500
	01-1130.720	Package Distribution
		Package Distribution Services	15.00 mo	-	-	-	-	-	-	-	-		200.00 /mo	3,000	200.00 /mo	3,000
		Package Distribution		/mo			/mo		/mo					3,000	/mo	3,000
	01-1130.810	Telephone Service
		Telephone Service	1.00 ea	-	-	-	100.00 /ea	100	-	-	-		-	-	100.00 /ea	100
		Temporary Telephone	15.00 mo	-	-	-	-	-	-	-	-		150.00 /mo	2,250	150.00 /mo	2,250
		Fax Line	15.00 mo	-	-	-	-	-	-	-	-		50.00 /mo	750	50.00 /mo	750
		DSL Internet Service	15.00 mo	-	-	-	-	-	-	-	-		50.00 /mo	750	50.00 /mo	750
		Broadband Internet Service	15.00 mo	-	-	-	-	-	-	-	-		50.00 /mo	750	50.00 /mo	750
		Cell Phone - Monthly Fee	15.00 mo	-	-	-	175.00 /mo	2,625	-	-	-		-	-	175.00 /mo	2,625
		Telephone Service		/mo			/mo	2,725	/mo					4,500	/mo	7,225
	01-1140.110	Testing - Soils & Site
		Testing	ea	-	-	-	-	-			-		-	-	/ea
	01-1150.210	Snow Removal
		Snow Removal	13.00 wk	236.12 /wk	59.03 /hr	3,070			-	-	-		-	-	236.12 /wk	3,070
		Snow Removal		/ls		3,070	/ls		/ls						/ls	3,070
	01-1150.310	Temp Heat Buildings
		Temporary Heat	mo		/mo				-	-	-		-	-	/mo
	01-1150.510	Lean Coordination and Coaching
		Lean Coordination and Coaching	1.00 ls	-	-	-	-	-	-	-	-		36,400.00 /ls	36,400	36,400.00 /ls	36,400
		Lean Coordination and Coaching		/mo			/mo		/mo					36,400	/mo	36,400
	01-1150.710	Temporary Electric
		Temporary Electric - Service	15.00 mo	-	-	-	-	-	-	-	-		1,500.00 /mo	22,500	1,500.00 /mo	22,500
		Temporary Electric - Hook-Up	ea	-	-	-	-	-			-		-	-	/ea
		Temporary Electric		/mo			/mo		/mo					22,500	/mo	22,500
	01-1150.810	Temporary Water
		Temporary Water	15.00 mo	-	-	-	75.00 /mo	1,125	-	-	-		-	-	75.00 /mo	1,125
		Temporary Water		/mo			/mo	1,125	/mo						/mo	1,125
	01-1150.910	Surveying & Layout
		Registered Surveyor	1.00 ls		/ls				6,000.00 /ls	6,000	-		-	-	6,000.00 /ls	6,000
		Foundation Certification	1.00 ls		/ls				3,000.00 /ls	3,000	-		-	-	3,000.00 /ls	3,000
	01-1150.910	Surveying & Layout
		Field Engineering Materials	65.00 wk	-	-	-	50.00 /wk	3,250	-	-			/hr		50.00 /wk	3,250
		Level Rental/mo	6.00 mo	-	-	-	-	-	-	-	2,700		/hr		450.00 /mo	2,700
		Total Station Rental/mo	3.00 mo	-	-	-	-	-	-	-	4,950		/hr		1,650.00 /mo	4,950
		Surveying & Layout		/ls			/ls	3,250	/ls	9,000	7,650				/ls	19,900
	01-1160.220	As-builts
		As Built Drawings & Record	1.00 ls	-	-	-	-	-	-	-	-		1,500.00 /ls	1,500	1,500.00 /ls	1,500
		As-builts		/ls			/ls		/ls					1,500	/ls	1,500
	01-1160.410	Project Clean Up
		2016 Periodic Construction Clean-Up	11.00 wk	1,349.28 /wk	56.22 /hr	14,842	25.00 /wk	275	-	-	-		-	-	1,374.28 /wk	15,117
		2017 Periodic Construction Clean-Up	52.00 wk	1,416.96 /wk	59.04 /hr	73,682	25.00 /wk	1,300	-	-	-		-	-	1,441.96 /wk	74,982
		2018 Periodic Construction Clean-Up	2.00 wk	1,488.00 /wk	62.00 /hr	2,976	25.00 /wk	50	-	-	-		-	-	1,513.00 /wk	3,026

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Dumpsters	24.00 ea	-	-	-	750.00 /ea	18,000	-	-	-		-	-	750.00 /ea	18,000
		Project Clean Up		/ls		91,500	/ls	19,625	/ls						/ls	111,125
	01-1160.510	Final Cleaning
		Final Construction Clean-Up - Building 311	1.00 ls	-	-	-	-	-			-		1,500.00 /ls	1,500	1,500.00 /ls	1,500
		Final Construction Clean-Up - Garage	462,334.00 sf	-	-	-	-	-			-		0.05 /sf	23,117	0.05 /sf	23,117
		Final Cleaning		/sf			/sf		/sf					24,617	/sf	24,617
	01-1180.110	Safety Protection
		Floor Protection at Building 311	1.00 ls		/ls				-	-	-		1,000.00 /ls	1,000	1,000.00 /ls	1,000
		General Temporary Protection	1.00 ls		/ls				-	-	-		50,000.00 /ls	50,000	50,000.00 /ls	50,000
		Temporary Drywall Partitions at Building 311	20.00 lf		/lf				-	-	-		100.00 /lf	2,000	100.00 /lf	2,000
		Temporary 3'-0" x 7'-0" Door at Building 311	1.00 ea	251.12 /ea	125.56 /hr	251	1,500.00 /ea	1,500	-	-	-		-	-	1,751.12 /ea	1,751
		Safety Protection		/sf		251	/sf	1,500	/sf					53,000	/sf	54,751
	01-1180.210	Fire Protection
		General Fire Watch	mh		10.00 /mh		-	-	-	-	-		-	-	/mh
	01-1180.310	OSHA & Safety
		2016 Safety	11.00 wk	1,013.60 /wk	63.35 /hr	11,150	50.00 /wk	550	-	-	-		-	-	1,063.60 /wk	11,700
		2017 Safety	52.00 wk	1,064.32 /wk	66.52 /hr	55,345	50.00 /wk	2,600	-	-	-		-	-	1,114.32 /wk	57,945
		2018 Safety	2.00 wk	1,117.60 /wk	69.85 /hr	2,235	50.00 /wk	100	-	-	-		-	-	1,167.60 /wk	2,335
		Safety - First Aid Supplies	15.00 mo	-	-	-	150.00 /mo	2,250	-	-	-		-	-	150.00 /mo	2,250
		Safety - Fire Extinguishers	50.00 ea	-	-	-	75.00 /ea	3,750	-	-	-		-	-	75.00 /ea	3,750
		OSHA & Safety		/ls		68,729	/ls	9,250	/ls						/ls	77,979
	01-1180.710	Security Camera
		Site Security - 2 Cameras with associated wiring	1.00 ls	-	-	-	-	-			-		10,000.00 /ls	10,000	10,000.00 /ls	10,000
		Security Camera		/ls			/ls		/ls					10,000	/ls	10,000
		GENERAL CONDITIONS		/sf		164,057	/sf	48,316	/sf	9,000	55,929			1,499,396	/sf	1,776,698
01-8100.0 00		DURATION & RENTED EQUIPMENT
	01-8100.020	Trucks
		Pickup Fuel	65.00 wk		/mh		50.00 /wk	3,250	-	-	-		-	-	50.00 /wk	3,250
		CEF Field Pickup Truck	15.00 mo	-	-	-	-	-	-	-	11,250		-	-	750.00 /mo	11,250
		Superintendent Truck	15.00 mo	-	-	-	-	-	-	-	9,000		-	-	600.00 /mo	9,000
		Trucks		/ls			/ls	3,250	/ls		20,250				/ls	23,500
	01-8100.900	Small Tools
		Super Tool Kit	15.00 mo	-	-	-	-	-	-	-	-		325.00 /mo	4,875	325.00 /mo	4,875
		Small Tools	1.00 ls	-	-	-	-	-	-	-			50,000.00 /ls	50,000	50,000.00 /ls	50,000
		Small Tools		/ls			/ls		/ls					54,875	/ls	54,875
		DURATION & RENTED EQUIPMENT		/sf			/sf	3,250	/sf		20,250			54,875	/sf	78,375
02-0000.0 00		EXISTING CONDITIONS & DEMO
	02-3219.110	Test Pits
		Test Pit Exploratory Work Sub Quote	1.00 ls		/mh		-	-	20,918.00 /ls	20,918			-	-	20,918.00 /ls	20,918

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Test Pit Exploratory Work - C.E. Floyd Supervision	1.00 ea	4,895.00 /ea	89.00 /mh	4,895	-	-	-	-			-	-	4,895.00 /ea	4,895
		Test Pits		/cy		4,895	/cy		/cy	20,918					/cy	25,813
	02-4100.999	Selective Demolition Sub
		Demolition at Building 311	1.00 ls	-	-	-	-	-			-		10,000.00 /ls	10,000	10,000.00 /ls	10,000
		Selective Demolition Sub		/ls			/ls		/ls					10,000	/ls	10,000
	02-4105.010	Demolition Preparation
		Building 311 Lobby Exploratory Work Sub Quote	1.00 ls		/ls		2,076.00 /ls	2,076	-	-	-		-	-	2,076.00 /ls	2,076
	02-4105.010	Demolition Preparation
		Building 311 Lobby Exploratory Work - C.E. Floyd Supervision	1.00 ls	2,492.30 /ls	89.00 /mh	2,492	-	-	-	-	-		-	-	2,492.30 /ls	2,492
		Demolition Preparation		/sf		2,492	/sf	2,076	/sf						/sf	4,568
		EXISTING CONDITIONS & DEMO		/sf		7,387	/sf	2,076	/sf	20,918				10,000	/sf	40,381
03-0000.0 00		CONCRETE
	03-0100.999	Concrete Formwork & Flatwork Sub
		Concrete Formwork Labor Sub Quote	1.00 ls	-	-	-	-	-	5,585,000.00 /ls	5,585,000	-		-	-	5,585,000.00 /ls	5,585,000
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		62,000.00 /ls	62,000	62,000.00 /ls	62,000
		Site Concrete Formwork Labor Sub Quote	1.00 ls	-	-	-	-	-			-		128,330.00 /ls	128,330	128,330.00 /ls	128,330
		Winter Conditions Allowance	1.00 ls	-	-	-	-	-			-		50,000.00 /ls	50,000	50,000.00 /ls	50,000
		Concrete Formwork & Flatwork Sub		/ls			/ls		/ls	5,585,000				240,330	/ls	5,825,330
	03-1113.720	Expansion Joints
		Expansion Joint Installation Quote at Pedestrian Bridge	1.00 ls	1,596.35 /ls	66.52 /mh	1,596			-	-	-		-	-	1,596.35 /ls	1,596
		Expansion Joint Material Quote at Pedestrian Bridge	1.00 ls		/mh				-	-	-		1,500.00 /ls	1,500	1,500.00 /ls	1,500
		Expansion Joint at Pedestrian Bridge	1.00 lf		/mh		0.01 /lf	0	-	-	-		-	-	0.01 /lf	0
		Expansion Joint at Garage	1.00 ls		/mh				0.01 /ls	0	-		-	-	0.01 /ls	0
		Expansion Joints		/lf		1,596	/lf	0	/lf	0				1,500	/lf	3,096
	03-1513.110	Waterstop
		Waterstops Sub Quote	1.00 ls		/mh				0.01 /ls	0	-		-	-	0.01 /ls	0
		Waterstop		/lf			/lf		/lf	0					/lf	0
	03-2100.998	Concrete Reinforcement Materials
		Concrete Formwork Reinforcing Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Concrete Flatwork Reinforcing Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Pedestrian Bridge Reinforcing Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Site Concrete Formwork Reinforcing Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Site Concrete Flatwork Reinforcing Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Concrete Reinforcement Materials		/ls			/ls	0	/ls						/ls	0
	03-3000.998	Concrete Ready-Mix Materials
		Concrete Formwork Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Concrete Flatwork Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Pedestrian Bridge Concrete Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Site Concrete Formwork Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Site Concrete Flatwork Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Concrete Ready-Mix Materials		/ls			/ls	0	/ls						/ls	0
	03-3500.210	Concrete Pump
		Concrete Formwork Pump	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		/ls		0.01 /ls	0
		Concrete Flatwork Pump	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		/ls		0.01 /ls	0
		Pedestrian Bridge Concrete Pump	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		/ls		0.01 /ls	0
		Concrete Pump		/ls			/ls		/ls	0					/ls	0
	03-3500.999	Finish Flatwork Sub
		Concrete Flatwork Labor Sub Quote	1.00 ls	0.01 /ls	0.01 /ls	0	-	-			-		-	-	0.01 /ls	0
		Pedestrian Bridge Concrete Flatwork Labor Sub Quote	1.00 ls	0.01 /ls	0.01 /ls	0	-	-			-		-	-	0.01 /ls	0
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Site Concrete Flatwork Labor Quote	1.00 ls	-	-	-	-	-			-		71,286.00 /ls	71,286	71,286.00 /ls	71,286
		Finish Flatwork Sub		/ls		0	/ls		/ls					71,286	/ls	71,286
	03-4100.995	Structural Precast Equipment
		Instrumentation & Monitoring of Footings	1.00 ls	-	-	-	-	-	-	-			20,000.00 /ls	20,000	20,000.00 /ls	20,000
		Structural Precast Equipment		/ls			/ls		/ls					20,000	/ls	20,000
	03-4100.997	Structural Precast Labor
		Surveying of Embeds & Anchor Bolts	1.00 ls		/ls		-	-	-	-	-		20,000.00 /ls	20,000	20,000.00 /ls	20,000
		Structural Precast Labor		/ls			/ls		/ls					20,000	/ls	20,000
	03-4100.999	Precast- Structural
		Structural Precast Sub Quote	1.00 ls		/mh				10,489,000.00 /ls	10,489,000			-	-	10,489,000.00 /ls	10,489,000
		Subcontractor Bond	1.00 ls		/mh				-	-			0.01 /ls	0	0.01 /ls	0
		Ramp for Crane Access In and Out of the Building	1.00 ls		/mh				-	-			0.01 /ls	0	0.01 /ls	0
		Precast- Structural		/sf			/sf		/sf	10,489,000				0	/sf	10,489,000
	03-5000.999	Concrete Topping & Underlayment Sub
		Concrete Topping & Underlayment Sub	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Concrete Topping & Underlayment	30,518.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Concrete Topping & Underlayment Sub		/ls			/ls		/ls	0					/ls	0
		CONCRETE		/sf		1,596	/sf	0	/sf	16,074,000				353,116	/sf	16,428,713
04-0000.0 00		MASONRY
	04-0100.999	Masonry Sub
		Masonry Sub Quote	1.00 ls	-	-	-	-	-	278,000.00 /ls	278,000	-		-	-	278,000.00 /ls	278,000
		Masonry Sub		/ls			/ls		/ls	278,000					/ls	278,000
		MASONRY		/sf			/sf		/sf	278,000					/sf	278,000
05-0000.0 00		METALS
	05-1200.999	Structural Steel Buy & Sub
		Structural Steel Sub Quote	1.00 ls	-	-	-	-	-	254,800.00 /ls	254,800	-		-	-	254,800.00 /ls	254,800
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Structural Steel at Pedestrian Bridge	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Structural Steel at Suspended Walkway at Building 311	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Structural Steel at Suspended Stairwell at Building 311	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Structural Steel at Stairwell 2	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Structural Steel at Stairwell 5 (2 Locations)	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Structural Steel Buy & Sub		/ton			/ton		/ton	254,800				0	/ton	254,800
	05-5000.999	Metal Fabrications Sub
		Miscellaneous Metals	1.00 ls	-	-	-	-	-	75,000.00 /ls	75,000	-		-	-	75,000.00 /ls	75,000
		6" Diameter Steel Pipe Bollards	72.00 ea	-	-	-	-	-	250.00 /ea	18,000	-		-	-	250.00 /ea	18,000
		Heavy Duty Areaway Galvanized Steel Grating w/ Angle Frame	156.00 sf	-	-	-	-	-	125.00 /sf	19,500	-		-	-	125.00 /sf	19,500
		Light Duty Areaway Galvanized Steel Grating w/ Angle Frame	126.00 sf	-	-	-	-	-	100.00 /sf	12,600	-		-	-	100.00 /sf	12,600
		Galvanized Steel Barrier Strand Allowance	2,000.00 sf	-	-	-	-	-			-		50.00 /sf	100,000	50.00 /sf	100,000
		Pipe Guards	29.00 ea	-	-	-	-	-	200.00 /ea	5,800	-		-	-	200.00 /ea	5,800
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		17,761.00 /ls	17,761	17,761.00 /ls	17,761
		Metal Fabrications Sub		/ls			/ls		/ls	130,900				117,761	/ls	248,661
	05-5113.100	Stairs & Ladders
		Elevator Pit Ladder	2.00 ea		/mh				0.01 /ea	0	-		-	-	0.01 /ea	0
		Stairs & Ladders		/ls			/ls		/ls	0					/ls	0
	05-5213.200	Handrails- SS
		Cable Guardrail Sub Quote	1.00 ls		/mh				0.01 /ls	0	-		-	-	0.01 /ls	0
		Shop Primed, Galvanized Steel Guardrail w/ Integrated Lighting at Stair 3	308.00 lf		/mh				450.00 /lf	138,600	-		-	-	450.00 /lf	138,600
		Galvanized Steel Wall Mounted Handrail w/ Integrated Lighting at Stair 3	247.00 lf		/mh				200.00 /lf	49,400	-		-	-	200.00 /lf	49,400
		Shop Primed, Galvanized Steel Guardrail w/ Cable Infill at Building 311 Floating Walkway	44.00 lf		/mh				400.00 /lf	17,600	-		-	-	400.00 /lf	17,600
		Handrails- SS		/ea			/ea		/ea	205,600					/ea	205,600
	05-5213.400	Handrails- Safety Chains
		Galvanized Vinyl Coated Chain Link Fencing Sub Quote	1.00 ls		/mh				0.01 /ls	0	-		-	-	0.01 /ls	0
		Handrails- Safety Chains		/lf			/lf		/lf	0					/lf	0
	05-5213.999	Handrails Sub
		Guardrail/Handrail Sub Quote	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Shop Primed, Floor Mounted Safety Guardrail	370.00 lf	-	-	-	-	-	325.00 /lf	120,250	-		-	-	325.00 /lf	120,250
		Shop Primed, Steel Guardrail Safety Gate	1.00 ea	-	-	-	-	-	1,500.00 /ea	1,500	-		-	-	1,500.00 /ea	1,500
		Shop Primed, Wall Mounted Steel Handrail	327.00 lf	-	-	-	-	-	75.00 /lf	24,525	-		-	-	75.00 /lf	24,525
		Shop Primed, 2-Line Pipe Railing	83.00 lf	-	-	-	-	-	300.00 /lf	24,900	-		-	-	300.00 /lf	24,900
		Exterior Shop Primed, Steel Guardrail	208.00 lf	-	-	-	-	-	325.00 /lf	67,600	-		-	-	325.00 /lf	67,600
		Exterior Shop Primed, 2-Line Pipe Railing	19.00 lf	-	-	-	-	-	250.00 /lf	4,750	-		-	-	250.00 /lf	4,750
		Handrails Sub		/ls			/ls		/ls	243,525					/ls	243,525
	05-5400.200	Trench Covers
		Elevator Sump Pit Cover	1.00 ea		/mh				-	-	-		1,000.00 /ea	1,000	1,000.00 /ea	1,000
		Trench Covers		/sf			/sf		/sf					1,000	/sf	1,000
	05-5820.125	Embedded Steel

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Elevator Sill Angle & Floor Edge Angle per Opening	14.00 ea		/mh				-	-	-		1,000.00 /ea	14,000	1,000.00 /ea	14,000
		Embedded Steel		/ls			/ls		/ls					14,000	/ls	14,000
		METALS		/sf			/sf		/sf	834,825				132,761	/sf	967,586
06-0000.0 00		ROUGH CARPENTRY
	06-1533.120	Wood Decking
		Wood Boardwalk at Park Sub Quote	1.00 ls		/mh				52,000.00 /ls	52,000	-		-	-	52,000.00 /ls	52,000
		Wood Boardwalk at Park	2,577.00 sf		/mh				-	0	-		-	-	/sf	0
		Wood Decking		/ls			/ls		/ls	52,000					/ls	52,000
		ROUGH CARPENTRY		/sf			/sf		/sf	52,000					/sf	52,000
07-0000.0 00		THERMAL & MOIST PROTECT
	07-1000.999	Damproofing & Waterproofing Sub
		Damproofing & Waterproofing Sub Quote	1.00 ls	-	-	-	-	-	1,077,750.00 /ls	1,077,750	-		-	-	1,077,750.00 /ls	1,077,750
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		18,861.00 /ls	18,861	18,861.00 /ls	18,861
		Underslab Waterproofing	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Foundation Wall Waterproofing on Protection Board	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Foundation Wall Waterproofing on Drainage Board	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Foundation Wall Waterproofing on Drainage Mat	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Elevator Pit Waterproofing	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Damproofing & Waterproofing Sub								1,077,750				18,861		1,096,611
	07-2113.999	Rigid Insulation Sub
		Underslab Rigid Insulation w/ Vapor Barrier Sub Quote	1.00 ls	-	-	-	-	-	9,000.00 /ls	9,000	-		-	-	9,000.00 /ls	9,000
		2" Thick Rigid Insulation w/ Vapor Barrier Below Finished Spaces in Garage	1,464.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Rigid Insulation Sub								9,000						9,000
	07-2116.260	Sound Batts
		Mineral Wool Insulation Sub Quote	1.00 ls		/mh				6,000.00 /ls	6,000	-		-	-	6,000.00 /ls	6,000
		7" Foil-Faced Mineral Wool Ceiling Insulation at Garage Finished Rooms	1,458.00 sf		/mh				-	0	-		-	-	/sf	0
		Sound Batts		/sf			/sf		/sf	6,000					/sf	6,000
	07-2129.265	Sprayed Insulation
		Closed Cell Spray Foam Insulation Allowance at Pedestrian Bridge	1.00 ls	-	-	-	-	-			-		2,500.00 /ls	2,500	2,500.00 /ls	2,500
		Sprayed Insulation		/sf			/sf		/sf					2,500	/sf	2,500
	07-4200.999	Metal Panel Siding Sub
		Composite Aluminum Soffit Assembly Sub Quote at Pedestrian Bridge	1.00 ls	-	-	-	-	-	28,000.00 /ls	28,000	-		-	-	28,000.00 /ls	28,000
		Composite Aluminum Soffit Assembly at Pedestrian Bridge	593.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Metal Panel Siding at Pedestrian Bridge Sub Quote	1.00 ls	-	-	-	-	-	5,000.00 /ls	5,000	-		-	-	5,000.00 /ls	5,000
		Metal Panel Siding at Pedestrian Bridge	82.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Lift for Bridge Construction	1.00 ls	-	-	-	-	-			-		2,500.00 /ls	2,500	2,500.00 /ls	2,500

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Metal Panel Siding Sub		/ls			/ls		/ls	33,000				2,500	/ls	35,500
	07-4600.111	Siding Allowance
		Free Standing Mock-Up Allowance	1.00 ls	-	-	-	-	-	-	-	-		35,000.00 /ls	35,000	35,000.00 /ls	35,000
		Siding Allowance		/sf			/sf		/sf					35,000	/sf	35,000
	07-4600.999	Siding Sub
		Aluminum Fin Tube Screening System with Back-Up Framing Sub Quote	1.00 ls	-	-	-	-	-	1,762,563.00 /ls	1,762,563	-		-	-	1,762,563.00 /ls	1,762,563
		Planar/Vertical Aluminum Fin Tube Screening	18,072.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Planar/Horizontal Aluminum Fin Tube Screening	1.00 sf	-	-	-	-	-	0.01 /sf	0	-		-	-	0.01 /sf	0
		Planar/Inclined Aluminum Fin Tube Screening	1.00 sf	-	-	-	-	-	0.01 /sf	0	-		-	-	0.01 /sf	0
		Non-Planar Aluminum Fin Tube Screening	1.00 sf	-	-	-	-	-	0.01 /sf	0	-		-	-	0.01 /sf	0
		P.E. Stamped Drawings	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Screening Mock-Up Samples	1.00 ls	-	-	-	-	-	2,250.00 /ls	2,250	-		-	-	2,250.00 /ls	2,250
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		35,252.00 /ls	35,252	35,252.00 /ls	35,252
		Siding Sub		/ls			/ls		/ls	1,764,813				35,252	/ls	1,800,065
	07-5000.999	Membrane Roofing Sub
		Membrane Roofing Sub Quote	1.00 ls	-	-	-	-	-	52,500.00 /ls	52,500	-		-	-	52,500.00 /ls	52,500
		TPO Roofing at Stairwell 1 Roof	490.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Aluminum Downspouts	21.00 lf	-	-	-	-	-	0.00 /lf	0	-		-	-	0.00 /lf	0
		Aluminum Scuppers	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Roof Blocking at Stairwell 1 Roof	1.00 ls	-	-	-	-	-			-		1,500.00 /ls	1,500	1,500.00 /ls	1,500
		TPO Roofing at Stairwell 2 Roof	110.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Aluminum Downspouts	11.00 lf	-	-	-	-	-	0.01 /lf	0	-		-	-	0.01 /lf	0
	07-5000.999	Membrane Roofing Sub
		Aluminum Scuppers	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Roof Blocking at Stairwell 2 Roof	1.00 ls	-	-	-	-	-			-		250.00 /ls	250	250.00 /ls	250
		TPO Roofing at Exterior and Roof Stairwells	540.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Aluminum Downspouts	19.00 lf	-	-	-	-	-	0.01 /lf	0	-		-	-	0.01 /lf	0
		Aluminum Scuppers	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Roof Blocking at Exterior and Roof Stairwells	1.00 ls	-	-	-	-	-			-		500.00 /ls	500	500.00 /ls	500
		TPO Roofing at Pedestrian Bridge	500.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Aluminum Downspouts at Pedestrian Bridge	59.00 lf	-	-	-	-	-		0	-		-	-	/lf	0
		Roof Blocking at Pedestrian Bridge	1.00 ls	-	-	-	-	-			-		1,000.00 /ls	1,000	1,000.00 /ls	1,000
		Membrane Roofing Sub		/ls			/ls		/ls	52,501				3,250	/ls	55,751
	07-7200.100	Roof Accessories
		Linear Hanging Planters Sub Quote	1.00 ls		/mh		195,450.00 /ls	195,450	-	-	-		-	-	195,450.00 /ls	195,450
		Linear Hanging Planters	946.00 lf		/mh			0	-	-	-		-	-	/lf	0
		Plantings for Hanging Planters	1.00 ls		/mh				0.01 /ls	0	-		-	-	0.01 /ls	0
		Freight and Delivery	1.00 ls		/mh				-	-	-		20,000.00 /ls	20,000	20,000.00 /ls	20,000
		Roof Accessories		/ea			/ea	195,450	/ea	0				20,000	/ea	215,450
	07-8100.999	Fireproofing Sub
		Applied Fireproofing Allowance	1.00 ls	-	-	-	-	-			-		25,000.00 /ls	25,000	25,000.00 /ls	25,000

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Fireproofing Sub		/ls			/ls		/ls					25,000	/ls	25,000
	07-9200.999	Caulking Sub
		Caulking Sub Quote	1.00 ls	-	-	-	-	-	56,600.00 /ls	56,600	-		-	-	56,600.00 /ls	56,600
		Caulking Sub		/ls			/ls		/ls	56,600					/ls	56,600
		THERMAL & MOIST PROTECT		/sf			/sf	195,450	/sf	2,999,664				142,363	/sf	3,337,477
08-0000.0 00		DOORS & WINDOWS
	08-1000.997	Doors & Frames Labor
		Door and Hardware Installation Quote	1.00 ls	10,044.80 /ls	125.56 /hr	10,045	-	-	-	-	-		-	-	10,044.80 /ls	10,045
		Doors & Frames Labor		/ls		10,045	/ls		/ls						/ls	10,045
	08-1000.998	Doors & Frames Materials
		Doors, Frames, & Hardware Material Quote	1.00 ls	-	-	-			27,413.00 /ls	27,413	-		-	-	27,413.00 /ls	27,413
		Type A: 3'-0" x 3'-0" Hollow Metal Door	2.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type A: 3'-0" x 7'-0" Hollow Metal Door	4.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type A: 3'-0" x 7'-0" 45-Min. F.R. Hollow Metal Door	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type A: 3'-0" x 7'-0" 90-Min. F.R. Hollow Metal Door	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type A: 3'-0" x 7'-0" 150-Min. F.R. Hollow Metal Door	2.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type A: 3'-6" x 7'-0" Hollow Metal Door	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type A: 3'-6" x 7'-0" 90-Min. F.R. Hollow Metal Door	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type B: 3'-0" x 7'-0" 45-Min. F.R. Hollow Metal Door w/ Vision	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type B: 3'-0" x 7'-0" 90-Min. F.R. Hollow Metal Door w/ Vision	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type B: 4'-0" x 7'-0" 90-Min. F.R. Hollow Metal Door w/ Vision	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type C: 3'-6" x 7'-0" Hollow Metal Door w/ Vision	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type I: 45-Min. F.R. Hollow Metal Single Door Frame (3070)	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type I: 90-Min. F.R. Hollow Metal Single Door Frame (3070)	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type I: Hollow Metal Single Door Frame (3670)	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type I: 90-Min. F.R. Hollow Metal Single Door Frame (4070)	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type II: Hollow Metal Single Door Frame (3070)	4.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type II: 45-Min. F.R. Hollow Metal Single Door Frame (3070)	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type II: 90-Min. F.R. Hollow Metal Single Door Frame (3070)	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type II: Hollow Metal Single Door Frame (3670)	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type II: 90-Min. F.R. Hollow Metal Single Door Frame (3670)	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Type II: 150-Min. F.R. Hollow Metal Pair of Doors Frames (6070)	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Type V: Hollow Metal Single Door Frame (3030)	2.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Doors & Frames Materials		/ls			/ls	0	/ls	27,413					/ls	27,413
	08-4100.998	Storefront Materials
		Dismantle, Salvage, and Reinstall Building 311 Vestibule	ls	-	-	-			-	-	-		-	-	/ls
	08-4100.999	Storefront Sub
		Aluminum Storefront Sub Quote	1.00 ls	-	-	-	-	-	157,700.00 /ls	157,700	-		-	-	157,700.00 /ls	157,700
		Aluminum Storefront	290.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Type B: 3'-6" x 7'-0" Aluminum Door Opening	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
	08-4100.999	Storefront Sub
		Type B: 6'-0" x 7'-0" Pair of Aluminum Door Openings	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Type D: 6'-0" x 8'-3" Pair of Aluminum Door Openings	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Aluminum Door Hardware (Leafs)	8.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Lift at Pedestrian Bridge	1.00 ls	-	-	-	-	-			-		2,500.00 /ls	2,500	2,500.00 /ls	2,500
		Storefront Sub		/ls			/ls		/ls	157,700				2,500	/ls	160,200
	08-4400.999	Curtain Wall Sub
		Aluminum Curtainwall Sub Quote	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Aluminum Curtainwall	1,740.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Curtain Wall Sub		/ls			/ls		/ls	0					/ls	0
	08-7100.998	Door Hardware Materials
		Finish Hardware Material Quote	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Continuous Hinges	4.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		1-1/2" Pair of Hinges	22.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Latchset	8.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Lockset	14.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Closer	24.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Panic Hardware/Exit Device	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Cylinder Pull at Access Doors	2.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Kick Plates	20.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Overhead Stop	20.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Floor Stop	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Wall Stop	3.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Aluminum Thresholds	22.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Gasketing	25.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Card Readers - BY OWNER	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Automatic Door Openers - BY OWNER	1.00 ls	-	-	-	0.01 /ls	0	-	-	-		-	-	0.01 /ls	0
		Door Hardware Materials		/ls			/ls	2	/ls						/ls	2
	08-8000.999	Glazing Sub
		Glass and Glazing Sub Quote	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		6" x 2'-10" - Firelite Glazing at Door Visions	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		2'-2" x 5'-10" - 1/4" Clear Tempered Glass Door Vision	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		3'-2" x 5'-10" - 1/4" Clear Tempered Glass Door Vision	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Glazing Sub		/ls			/ls		/ls	0					/ls	0
	08-9000.997	Louvers Labor
		Metal Louver Installation Quote	1.00 ls	0.01 /ls	0.01 /ls	0	-	-	-	-	-		-	-	0.01 /ls	0
		Louvers Labor		/ls		0	/ls		/ls						/ls	0
	08-9000.998	Louvers Materials
		Metal Louver Material Quote	1.00 ls	-	-	-			10,030.00 /ls	10,030	-		-	-	10,030.00 /ls	10,030
		4'-0" x 3'-0" Hoistway Ventilation Louver	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		4'-10-1/2" x 1'-4" Stairwell 2 Louver	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		7'-0" x 6'-1" Areaway Louver	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		9'-0" x 6'-1" Areaway Louver	1.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		9'-6" x 8'-11" Areaway Louver	2.00 ea	-	-	-	0.01 /ea	0	-	-	-		-	-	0.01 /ea	0
		Louvers Materials		/ls			/ls	0	/ls	10,030					/ls	10,030
		DOORS & WINDOWS		/sf		10,045	/sf	2	/sf	195,143				2,500	/sf	207,690
09-0000.0 00		FINISHES
	09-2000.999	Drywall Sub
		Drywall Sub Quote	1.00 ls	-	-	-	-	-	51,600.00 /ls	51,600	-		-	-	51,600.00 /ls	51,600
		Wall Type 1: 3-1/2" M.S. w/ 1/2" Glass Mat GWB, Insulation & Poly	281.00 lf	-	-	-	-	-		0	-		-	-	/lf	0
		Ceiling Type 1: 3-1/2" M.S. w/ 1/2" Glass Mat GWB, Insulation & Poly	185.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Ceiling Type 2: 3-HR F.R. Ceiling - 6" M.S. Shaftwall w/ 3 Layers of GWB	829.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Drywall Patching Allowance at Building 311	1.00 ls	-	-	-	-	-			-		10,000.00 /ls	10,000	10,000.00 /ls	10,000
		Cold Formed Metal Stud Framing/GWB at Pedestrian Bridge	1.00 ls	-	-	-	-	-			-		7,500.00 /ls	7,500	7,500.00 /ls	7,500
		Drywall Sub		/sf			/sf		/sf	51,600				17,500	/sf	69,100
	09-5000.999	Acoustical Ceilings Sub
	09-5000.999	Acoustical Ceilings Sub
		ACT and Grid Sub Quote	1.00 ls	-	-	-	-	-			-		2,250.00 /ls	2,250	2,250.00 /ls	2,250
		1'-0" x 4'-0" ACT and Grid	381.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Acoustical Ceilings Sub		/ls			/ls		/ls	0				2,250	/ls	2,250
	09-6200.999	Special Flooring Sub
		Epoxy Flooring Sub Quote	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Epoxy Flooring	256.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Epoxy Flooring Base	58.00 lf	-	-	-	-	-		0	-		-	-	/lf	0
		Special Flooring Sub		/ls			/ls		/ls	0					/ls	0
	09-6500.999	Resilient Flooring Sub
		VCT Flooring at Building 311 Patching & Elevators Sub Quote	1.00 ls	-	-	-	-	-			-		2,000.00 /ls	2,000	2,000.00 /ls	2,000
		VCT Flooring	414.00 sf	-	-	-	-	-		0	-		-	-	/sf	0
		Vinyl Base at Building 311 Patching/TeleComm Rooom Sub Quote	1.00 ls	-	-	-	-	-			-		251.00 /ls	251	251.00 /ls	251
		Vinyl Base	129.00 lf	-	-	-	-	-		0	-		-	-	/lf	0
		Resilient Flooring Sub		/ls			/ls		/ls	0				2,251	/ls	2,251
	09-9000.999	Painting Sub

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Painting Sub Quote	1.00 ls	-	-	-	-	-	100,900.00 /ls	100,900	-		-	-	100,900.00 /ls	100,900
		Painting Sub		/ls			/ls		/ls	100,900					/ls	100,900
		FINISHES		/sf			/sf		/sf	152,500				22,001	/sf	174,501
10-0000.0 00		SPECIALTIES
	10-0100.997	Specialties Labor
		Bike Rack Storage Installation Quote	1.00 ls	0.01 /ls	0.01 /ls	0	-	-	-	-	-		-	-	0.01 /ls	0
		Specialties Labor		/ls		0	/ls		/ls						/ls	0
	10-0100.998	Specialties Materials
		Bike Rack Storage Sub Quote	1.00 ls	-	-	-			65,619.00 /ls	65,619	-		-	-	65,619.00 /ls	65,619
		Bike Rack Storage - 12 Bike Units	5.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Bike Rack Storage - 8 Bike Units	2.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Specialties Materials		/ls			/ls		/ls	65,619					/ls	65,619
	10-0100.999	Specialties Sub
		General Police Detail Allowance	1.00 ls	-	-	-	-	-			-		75,000.00 /ls	75,000	75,000.00 /ls	75,000
		Specialties Sub		/ls			/ls		/ls					75,000	/ls	75,000
	10-1400.999	Sigage Sub
		Parking Garage Signage Sub Quote	1.00 ls	-	-	-	-	-	45,640.00 /ls	45,640	-		-	-	45,640.00 /ls	45,640
		S1: Out to Beacon St Additional Parking	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S2: Park & Out	5.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S3: Park & Out	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S4: Park & Out to Beacon St/Park	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S5: Upper Level Parking	7.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S6: Park	6.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S7: Out	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S8: Out to Beacon St Park	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S9: Out to Beacon St	8.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S10: Park & Out to Beacon Street	6.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S11: Dead End Ahead	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S12: Out to Beacon Street	7.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S13: Out to Arsenal Street	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S14: Park & Out to Arsenal St	13.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S15: Park & Out to Arsenal St	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S16: Park & Out to Beacon St	13.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S17: Park Out to Beacon St	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S18: Park	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S19: Upper Level Parking Park	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S20: Out to Arsenal St Upper Level Parking	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S21: Out to Beacon St Out to Arsenal St	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S22: Park & Out to Beacon St	13.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S23: Park & Out to Arsenal St	9.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S24: Park	13.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S25: Out to Arsenal St Out to Beacon St	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
	10-1400.999	Sigage Sub
		S26: Out to Arsenal St	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S28: Out	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		S29: Out & Upper Level Parking	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S30: For Van Accessible Parking Use N. Beacon St Entrance	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		S31: Low Headroom Space	9.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		R7-8: Accessible	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		R7-8a: Van Accessible	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		R7-31a: No Parking	46.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		LI: Level Indicator	181.00 ea	-	-	-	-	-	0.00 /ea	0	-		-	-	0.00 /ea	0
		P1: No Pedestrian On Ramp Please Use Stairs	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P2: No Pedestrian On Ramp Please Use Stairs	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P3: Main Stair/Elevator Tower	57.00 ea	-	-	-	-	-	0.00 /ea	0	-		-	-	0.00 /ea	0
		P4: Main Stair/Elevator Tower (BLDNG 311)	7.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P5: Main Stair/Elevator Tower (BLDNG 311)	5.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P6: Stairs to Level Below	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P7: Stairs to Level Below	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P8: Exterior East Stair	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P9: Exterior East Stair	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P10: Pedestrian Bridge to Building 311	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P11: Pedestrian Bridge to Building 311	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P12: Information Sign with Level Access to Retail	7.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P13: Access to Building 311	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P14: Access to Building 311	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P15: Access to Building 39	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P16: Access to Building 39	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P17: Exit	5.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P18: Snow Storage Area	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P19: Snow Storage Area	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P20: Snow Storage Area - Do Not Pile Above Spandrel - Do Not Pile Beyond Parking Space	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		P21: Snow Melt Equipment Area	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		CL1: Clearance 8'-2"	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		CL2: Do Not Enter	3.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		CL3: Clearance 7'-0"	12.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		CL4: Do Not Enter	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		CL5: Accessible Vans Headroom 7'-6"	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		CL6: Accessible Vans Headroom 7'-6"	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		VR1: Room Name (Typical)	10.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		VR2: Stairs	12.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		VR3: Exit	12.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		VR4: No Storage Allowed in This Area	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Sigage Sub		/ls			/ls		/ls	45,643					/ls	45,643
	10-4400.997	Fire Protection Specialties Labor
		Fire Extinguishers and Cabinets Installation Quote	1.00 ls	0.01 /ls	0.01 /ls	0	-	-	-	-	-		-	-	0.01 /ls	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Fire Protection Specialties Labor		/ls		0	/ls		/ls						/ls	0
	10-4400.998	Fire Protection Specialties Materials
		Fire Extinguishers and Cabinets Materials Quote	1.00 ls	-	-	-			7,075.00 /ls	7,075	-		-	-	7,075.00 /ls	7,075
		Fire Protection Specialties Materials		/ls			/ls		/ls	7,075					/ls	7,075
		SPECIALTIES		/sf		0	/sf		/sf	118,337				75,000	/sf	193,337
11-0000.0 00		EQUIPMENT
	11-1200.111	Parking Equipment Allowance
		Parking Equipment Allowance - BY OWNER	1.00 ls	-	-	-	-	-	-	-	-		0.01 /ls	0	0.01 /ls	0
		Parking Equipment Allowance		/ls			/ls		/ls					0	/ls	0
	11-8200.999	Equipment
		Crane - Rental	7.00 mo	-	-	-	-	-	-	-	28,000		-	-	4,000.00 /mo	28,000
		Crane - Operator	17.00 wk	2,000.00 /wk	100.00 /hr	34,000	-	-	-	-			-	-	2,000.00 /wk	34,000
		Lull	7.00 mo	-	-	-	-	-	-	-	24,500		-	-	3,500.00 /mo	24,500
		Lull - Operator	33.00 wk	1,300.00 /wk	65.00 /hr	42,900	-	-	-	-			-	-	1,300.00 /wk	42,900
	11-8200.999	Equipment
		Scaffolding/Staging at Building 311 Work	1.00 ls	-	-	-	-	-	-	-			30,000.00 /ls	30,000	30,000.00 /ls	30,000
		Equipment		/ls		76,900	/ls		/ls		52,500			30,000	/ls	159,400
		EQUIPMENT		/sf		76,900	/sf		/sf		52,500			30,000	/sf	159,400
12-0000.0 00		FURNISHINGS
	12-9300.998	Site Furnishings Material
		Site Furnishings Sub Quote	1.00 ls	-	-	-			30,908.00 /ls	30,908	-		-	-	30,908.00 /ls	30,908
		Bench	7.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Bicycle Rack	3.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Tree Paver Grate	1.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Site Furnishings Material		/ls			/ls		/ls	30,908					/ls	30,908
		FURNISHINGS		/sf			/sf		/sf	30,908					/sf	30,908
14-0000.0 00		CONVEYING SYSTEMS
	14-2000.999	Elevator Sub
		Electric Traction Passenger Elevator Sub Quote	1.00 ls	-	-	-	-	-	370,000.00 /ls	370,000	-		-	-	370,000.00 /ls	370,000
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Elevator Operator Allowance	1.00 ls	-	-	-	-	-			-		15,000.00 /ls	15,000	15,000.00 /ls	15,000
		Elevator Sub		/ls			/ls		/ls	370,000				15,000	/ls	385,000
	14-4000.999	Lifts Sub
		Vertical Wheelchair Lift at Building 311	1.00 ls	-	-	-	-	-	25,600.00 /ls	25,600	-		-	-	25,600.00 /ls	25,600
		Lifts Sub		/ls			/ls		/ls	25,600					/ls	25,600
		CONVEYING SYSTEMS		/sf			/sf		/sf	395,600				15,000	/sf	410,600
21-0000.0 00		FIRE SUPRESSION
	21-1300.999	Fire Protection Sub

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Fire Protection Sub Quote	1.00 ls	-	-	-	-	-	338,500.00 /ls	338,500	-		-	-	338,500.00 /ls	338,500
		Heat Tracing with Insulation on Wet Sprinkler Piping	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Fire Protection Sub		/ls			/ls		/ls	338,500					/ls	338,500
		FIRE SUPRESSION		/sf			/sf		/sf	338,500					/sf	338,500
22-0000.0 00		PLUMBING
	22-0100.999	Plumbing Sub
		Plumbing Sub Quote	1.00 ls	-	-	-	-	-	779,000.00 /ls	779,000	-		-	-	779,000.00 /ls	779,000
		Pipe Guards on Risers Sub Quote	1.00 ls	-	-	-	-	-	87,500.00 /ls	87,500	-		-	-	87,500.00 /ls	87,500
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		13,243.00 /ls	13,243	13,243.00 /ls	13,243
		Sewage Ejector System w/ Control Panel (SP-1)	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Gas and Sand Interceptor (GSI-1 - GSI-4)	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Floor Drains (FD)	105.00 ea	-	-	-	-	-	0.00 /ea	0	-		-	-	0.00 /ea	0
		Roof Drains (RD)	22.00 ea	-	-	-	-	-	0.00 /ea	0	-		-	-	0.00 /ea	0
		Hose Bibbs (HB)	26.00 ea	-	-	-	-	-	0.00 /ea	0	-		-	-	0.00 /ea	0
		Grade Cleanouts (GCO)	43.00 ea	-	-	-	-	-	0.00 /ea	0	-		-	-	0.00 /ea	0
		Area Drains (AD)	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Electronic Trap Primer	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Water Meter	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Plumbing Sub		/ls			/ls		/ls	866,500				13,243	/ls	879,743
		PLUMBING		/sf			/sf		/sf	866,500				13,243	/sf	879,743
23-0000.0 00		HVAC
	23-0100.999	HVAC Sub
		HVAC Sub Quote	1.00 ls	-	-	-	-	-	134,255.00 /ls	134,255	-		-	-	134,255.00 /ls	134,255
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Electric Unit Heaters (EUH)	9.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Ductless Split Systems (AC/ACC)	6.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Air Conditioning Units (AC)	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Exhaust Fan (EF)	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Supply Fan (SF)	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Transfer Fan (TF)	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		Automatic Control Damper (ACD)	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		-	-	0.01 /ea	0
		HVAC Sub		/ls			/ls		/ls	134,255				0	/ls	134,255
	23-0900.999	Controls Sub
		Niagara System Controls Allowance	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Controls Sub		/ls			/ls		/ls	0					/ls	0
		HVAC		/sf			/sf		/sf	134,255				0	/sf	134,255
26-0000.0 00		ELECTRICAL
	26-0100.995	Electric Car Charging Stations
		Electric Car Charging Stations	ls	-	-	-	-	-	-	-			-	-	/ls
	26-0100.998	Bi-Directional Antenna System
		Bi-Directional Antenna System	ls	-	-	-			-	-	-		-	-	/ls
	26-0100.999	Electrical Sub

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Electrical Sub Quote	1.00 ls	-	-	-	-	-	1,869,800.00 /ls	1,869,800	-		-	-	1,869,800.00 /ls	1,869,800
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		26,178.00 /ls	26,178	26,178.00 /ls	26,178
		Generator Relocation - Power and Wiring	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Area of Refuge Station System	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Temporary Security Lighting	1.00 ls	-	-	-	-	-			-		25,000.00 /ls	25,000	25,000.00 /ls	25,000
		Building 311 Make Safe and New Power Distribution Allowance	1.00 ls	-	-	-	-	-			-		20,000.00 /ls	20,000	20,000.00 /ls	20,000
		Electrical Sub		/ls			/ls		/ls	1,869,800				71,178	/ls	1,940,978
	26-5000.998	Lighting Materials
		Interior Lighting Fixture Package	1.00 ls	-	-	-			0.01 /ls	0	-		-	-	0.01 /ls	0
		Type ES1	23.00 ea	-	-	-			0.00 /ea	0	-		-	-	0.00 /ea	0
		Type ES2	39.00 ea	-	-	-			0.00 /ea	0	-		-	-	0.00 /ea	0
		Type LP1	83.00 lf	-	-	-			-	0	-		-	-	/lf	0
		Type LW1	9.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type LW2	4.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type LR1	4.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type LR3	78.00 lf	-	-	-			-	0	-		-	-	/lf	0
		Type LS1	321.00 ea	-	-	-			-	0	-		-	-	/ea	0
		Type LS1-HS	186.00 ea	-	-	-			-	0	-		-	-	/ea	0
		Type LS2	29.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type LS3	4.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type LS4	11.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type LS5	331.00 lf	-	-	-			-	0	-		-	-	/lf	0
		Type LS6	16.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Type SL4	8.00 ea	-	-	-			0.01 /ea	0	-		-	-	0.01 /ea	0
		Lighting Materials		/ls			/ls		/ls	1					/ls	1
	26-5600.111	Exterior Lighting Allowance
		Site Lighting Fixture Package	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		/ls		0.01 /ls	0
		Type G1	15.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Type G2	10.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Type G3	22.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Type G6	33.00 ea	-	-	-	-	-	0.00 /ea	0	-		/ea		0.00 /ea	0
		Type L1	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Type W1	42.00 ea	-	-	-	-	-	0.00 /ea	0	-		/ea		0.00 /ea	0
		Exterior Lighting Allowance		/ls			/ls		/ls	1					/ls	1
		ELECTRICAL		/sf			/sf		/sf	1,869,802				71,178	/sf	1,940,980
27-0000.0 00		COMMUNCIATIONS
	27-2000.000	Data Communications
		Tel/Data System Sub Quote - BY OWNER	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Data Communications		/ls			/ls		/ls	0					/ls	0
		COMMUNCIATIONS		/ls			/ls		/ls	0					/ls	0
28-0000.0 00		ELECTRONIC SAFETY & SECURITY
	28-2000.000	Security/Access Control System

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity	Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount	Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Security/Access Control System Sub Quote - BY OWNER	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Security/Access Control System		/ls			/ls		/ls	0					/ls	0
	28-3000.000	Fire Alarm
		Fire Alarm System Sub Quote	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		-	-	0.01 /ls	0
		Fire Alarm		/ls			/ls		/ls	0					/ls	0
		ELECTRONIC SAFETY & SECURITY		/ls			/ls		/ls	0					/ls	0
31-0000.0 00		EARTHWORK
	31-1000.111	Sitework Allowance
		Winter Conditions Allowance	1.00 ls	-	-	-	-	-	-	-	-		50,000.00 /ls	50,000	50,000.00 /ls	50,000
		Sitework Allowance		/ls			/ls		/ls					50,000	/ls	50,000
	31-1000.999	Sitework Sub
		Sitework Sub Quote	1.00 ls	-	-	-	-	-	8,091,544.00 /ls	8,091,544	-		-	-	8,091,544.00 /ls	8,091,544
		Subcontractor Bond	1.00 ls	-	-	-	-	-			-		0.01 /ls	0	0.01 /ls	0
		Sitework Sub		/ls			/ls		/ls	8,091,544				0	/ls	8,091,544
	31-1100.050	Site Demolition
		Site Demolition Sub Quote	1.00 ls	-	-	-	-	-	0.01 /ls	0	-		/ls		0.01 /ls	0
		Bituminous Pavement Removal	16,235.00 sy	-	-	-	-	-		0	-		/sy		/sy	0
		Sawcut Bituminous Pavement	2,073.00 lf	-	-	-	-	-		0	-		/lf		/lf	0
		Curb Demolition	3,784.00 lf	-	-	-	-	-		0	-		/lf		/lf	0
		Concrete Sidewalk Removal	16,385.00 sf	-	-	-	-	-		0	-		/sf		/sf	0
		Brick Paver Removal	240.00 sf	-	-	-	-	-		0	-		/sf		/sf	0
		Concrete Retaining Wall Demolition	78.00 lf	-	-	-	-	-		0	-		/lf		/lf	0
		Piping Removal	2,289.00 lf	-	-	-	-	-		0	-		/lf		/lf	0
		Cap Existing Sewer Line at Main	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Cap Existing Water Line at Main	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Fire Hydrant Removal	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Site Lighting Fixture Removal	38.00 ea	-	-	-	-	-	0.00 /ea	0	-		/ea		0.00 /ea	0
		Fence Removal	1,111.00 lf	-	-	-	-	-		0	-		/lf		/lf	0
		Fence Removal/Relocation	304.00 lf	-	-	-	-	-		0	-		/lf		/lf	0
		Bollard Removal	4.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Entry Sign Removal	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Sign/Post Removal	13.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Bike Rack Removal	2.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Bench/Table Removal	1.00 ea	-	-	-	-	-	0.01 /ea	0	-		/ea		0.01 /ea	0
		Clear and Grub Landscaped Areas	44,092.00 sf	-	-	-	-	-		0	-		/sf		/sf	0
		Tree Removal	55.00 ea	-	-	-	-	-	0.00 /ea	0	-		/ea		0.00 /ea	0
		Site Demolition		/ls			/ls		/ls	1					/ls	1
	31-1100.410	Surveying
		SOE Surveying by Registered Surveyor	1.00 ls	-	-	-	-	-			-		15,000.00 /ls	15,000	15,000.00 /ls	15,000
		Surveying		/ls			/ls		/ls					15,000	/ls	15,000
	31-2213.110	Grading
		Grading Sub Quote	1.00 ls		/ch		-	-	0.01 /ls	0			-	-	0.01 /ls	0
		Grading		/cy			/cy		/cy	0					/cy	0
	31-2316.210	Structure Excavation

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity		Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount		Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Building Foundatoin Excavation and Backfill Sub Quote	1.00 ls			/ch		-	-	0.01 /ls	0				-	-	0.01 /ls	0
		Structure Excavation			/cy			/cy		/cy	0						/cy	0
	31-2316.220	Mass Site Excavation
		Transport and Dispose of Soil Sub Quote	1.00 ls			/ch		-	-	0.01 /ls	0				-	-	0.01 /ls	0
		Transport and Dispose of Type A - Natural & Fill Soil	74,000.00 tons			/ch		-	-	-	0				-	-	/tons	0
		Transport and Dispose of Type B-1 Soil	16,800.00 tons			/ch		-	-	-	0				-	-	/tons	0
		Transport and Dispose of Type B-3 Soil	800.00 tons			/ch		-	-	-	0				-	-	/tons	0
		Transport and Dispose of Type B-5 Soil	4,800.00 tons			/ch		-	-	-	0				-	-	/tons	0
		Mass Site Excavation			/cy			/cy		/cy	0						/cy	0
	31-2316.225	Contaminated Site Material Removal Allowance
		Final Soil Disposal Adjustment Contingency	1.00 ls			/mh		-	-	-	-		-		350,000.00 /ls	350,000	350,000.00 /ls	350,000
		Contaminated Site Material Removal Allowance			/cy			/cy		/cy						350,000	/cy	350,000
	31-2319.111	Dewatering Allowance
		Dewatering Contingency & Temporary Power Allowance	1.00 ls		-	-	-	-	-	-	-		-		50,000.00 /ls	50,000	50,000.00 /ls	50,000
		Dewatering Allowance			/ls			/ls		/ls						50,000	/ls	50,000
	31-2319.120	Dewatering
		Dewatering Sub Quote	1.00 ls			/ls				0.01 /ls	0				-	-	0.01 /ls	0
		Dewatering			/ls			/ls		/ls	0						/ls	0
	31-2500.110	Temp Erosion Control
	31-2500.110	Temp Erosion Control
		Sedimentation and Erosion Control Sub Quote		1.00 ls		/ch				0.01 /ls	0				-	-	0.01 /ls	0
		Hay Bales/Silt Fence		1,160.00 lf		/ch				-	0				-	-	/lf	0
		Inlet Protection		23.00 ea		/ch				0.00 /ea	0				-	-	0.00 /ea	0
		Fire Hydrant Protection		2.00 ea		/ch				0.01 /ea	0				-	-	0.01 /ea	0
		Construction Entrance		2.00 ea		/ch				0.01 /ea	0				-	-	0.01 /ea	0
		Tree Protection		100.00 ea		/ch				-	0				-	-	/ea	0
		Temporary Sediment Trap		5,195.00 sf		/ch				-	0				-	-	/sf	0
		Temp Erosion Control			/sf			/sf		/sf	0						/sf	0
	31-3116.999	Rodent and Pest Control
		Rodent and Pest Control Sub Quote		1.00 ls	-	-	-	-	-	2,500.00 /ls	2,500	-			-	-	2,500.00 /ls	2,500
		Rodent and Pest Control			/ls			/ls		/ls	2,500						/ls	2,500
	31-4100.100	Sheetpiling Instrumentation
		Instrumentation & Monitoring (Dust/SOE/Cracks)		1.00 ls		/ch				-	-				30,000.00 /ls	30,000	30,000.00 /ls	30,000
		Sheetpiling Instrumentation			/ls			/ls		/ls						30,000	/ls	30,000
	31-4116.118	Sheetpiling Sub
		Steel Sheeting Earth Retention System Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Steel Sheeting Earth Retention System		37,610.00 sf	-	-	-	-	-		0	-			-	-	/sf	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity		Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount		Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Sheetpiling Sub			/ls			/ls		/ls	0						/ls	0
		EARTHWORK			/sf			/sf		/sf	8,094,046					495,000	/sf	8,589,046
32-0000.0 00		EXTERIOR IMPROVEMENTS
	32-1200.999	Paving Sub
		Bituminous Pavement/Miscellaneous Walkways Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Bituminous Driveway/Parking Lot		3,056.00 sy	-	-	-	-	-		0	-			-	-	/sy	0
		Bituminous Walkways		772.00 sy	-	-	-	-	-		0	-			-	-	/sy	0
		Vertical Granite Curbing		1,981.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Flush Granite Curbing		546.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Transition Granite Curbing		80.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Mountable Granite Curbing		24.00 lf	-	-	-	-	-	0.00 /lf	0	-			-	-	0.00 /lf	0
		Crushed Stone at Curb Break		4.00 cy	-	-	-	-	-	0.01 /cy	0	-			-	-	0.01 /cy	0
		Chip and Seal Walkway		4,096.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Pavement Markings/Striping		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Site Signage		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Paving Sub			/ls			/ls		/ls	1						/ls	1
	32-1313.100	Site Concrete
		Site Preparation Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Bituminous Driveway/Parking Lot Preparation		3,056.00 sy	-	-	-	-	-		0	-			-	-	/sy	0
		Bituminous Walkway Preparation		772.00 sy	-	-	-	-	-		0	-			-	-	/sy	0
		Concrete Sidewalk Preparation		9,395.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Site Furnishings Concrete Pad Preparation		1,067.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Permeable Pavers A Preparation		10,000.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Permeable Pavers B Preparation		800.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Precast Concrete Unit Pavers C Preparation		139.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Permeable Pavers D Preparation		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Permeable Pavers E Preparation		1,180.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Generator Concrete Pad Preparation		1,202.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Site Concrete			/sy			/sy		/sy	0						/sy	0
	32-1400.100	Granite
		Granite Post at Historic Fence Sub Quote		1.00 ls	-	-	-	-	-	16,563.00 /ls	16,563	-			/ls		16,563.00 /ls	16,563
		Granite Post at Historic Fence		8.00 ea	-	-	-	-	-	0.01 /ea	0	-			-	-	0.01 /ea	0
		Granite			/sf			/sf		/sf	16,563						/sf	16,563
	32-1400.999	Unit Paving Sub
		Unit Paving Sub Quote		1.00 ls	-	-	-	-	-	344,158.00 /ls	344,158	-			-	-	344,158.00 /ls	344,158
		Permeable Pavers A on Stone Base		10,000.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Permeable Pavers B on Stone Base		800.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Precast Concrete Unit Pavers C on Concrete Pad		139.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Permeable Pavers D on Stone Base		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity		Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount		Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Permeable Pavers E on Stone Base		1,180.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		ADA Brick Pavers		185.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Unit Paving Sub			/ls			/ls		/ls	344,158						/ls	344,158
	32-1640.120	Curbs- Granite
		Granite Seat Wall at Park Sub Quote		1.00 ls	-	-	-	-	-	83,573.00 /ls	83,573	-			-	-	83,573.00 /ls	83,573
		Granite Seat Wall at Park		168.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Curbs- Granite			/ea			/ea		/ea	83,573						/ea	83,573
	32-1723.100	Pavement Marking
		Parking Garage Pavement Marking Sub Quote		1.00 ls	-	-	-	-	-	14,700.00 /ls	14,700	-			-	-	14,700.00 /ls	14,700
		Parking Garage Pavement Marking - Parking Space		1,389.00 ea	-	-	-	-	-		0	-			-	-	/ea	0
		Parking Garage Pavement Marking - Parking Symbols		211.00 ea	-	-	-	-	-		0	-			-	-	/ea	0
		Parking Garage Pavement Marking - Hatched Striping Areas		29,123.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Pavement Marking			/lf			/lf		/lf	14,700						/lf	14,700
	32-3113.008	Temporary Chain Link Fencing
		Temporary Chain Link Fencing		2,659.00 lf	-	-	-	-	-	12.00 /lf	31,908	-			-	-	12.00 /lf	31,908
		Temporary Chain Link Fencing Gates		4.00 ea	-	-	-	-	-	750.00 /ea	3,000	-			-	-	750.00 /ea	3,000
		Temporary Chain Link Fencing			/lf			/lf		/lf	34,908						/lf	34,908
	32-3113.110	Ornamental Metal Fence
		Decorative Metal Fencing Refurbishing and Relocating Allowance		1.00 ls	-	-	-	-	-			-			50,000.00 /ls	50,000	50,000.00 /ls	50,000
		Decorative Metal Fencing Relocation and Refurbishing		534.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Ornamental Metal Fence			/lf			/lf		/lf	0					50,000	/lf	50,000
	32-3200.110	Site Landscaped Walls
		Modular Block Retaining Wall Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Site Landscaped Walls			/sf			/sf		/sf	0						/sf	0
	32-8000.999	Irrigation Sub
		Irrigation System Sub Quote		1.00 ls	-	-	-	-	-	110,751.00 /ls	110,751	-			-	-	110,751.00 /ls	110,751
		Irrigation Sub			/ls			/ls		/ls	110,751						/ls	110,751
	32-9000.999	Landscaping Sub
		Landscaping Sub Quote		1.00 ls	-	-	-	-	-	422,680.00 /ls	422,680	-			-	-	422,680.00 /ls	422,680
		Subcontractor Bond		1.00 ls	-	-	-	-	-			-			5,495.00 /ls	5,495	5,495.00 /ls	5,495
		Plantings - Shrubs, Perennials, & Ornamental/Evergreen/Deciduous Trees		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Furnish and Install Screened Plant Bed Loam		1,856.00 cy	-	-	-	-	-		0	-			-	-	/cy	0
		Furnish and Install Screen Lawn Loam		155.00 cy	-	-	-	-	-		0	-			-	-	/cy	0
		Fine Grade and Seed Lawn Areas		8,350.00 sf	-	-	-	-	-		0	-			-	-	/sf	0
		Bark Mulch		232.00 cy	-	-	-	-	-		0	-			-	-	/cy	0
		Landscaping Sub			/ls			/ls		/ls	422,680					5,495	/ls	428,175
	32-9413.110	Edging

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity		Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount		Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Steel Edging Sub Quote		1.00 ls	-	-	-	-	-	9,211.00 /ls	9,211	-			-	-	9,211.00 /ls	9,211
		Steel Edging		1,084.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Edging			/lf			/lf		/lf	9,211						/lf	9,211
		EXTERIOR IMPROVEMENTS			/sf			/sf		/sf	1,036,546					55,495	/sf	1,092,041
33-0000.0 00		UTILITIES
	33-0100.999	Site Utility Sub
		Site Electrical Excavation and Backfill Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Trench and Backfill - Electrical Service		544.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Electric Manhole		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			-	-	0.01 /ea	0
		Trench and Backfill - Tel/Data		638.00 lf	-	-	-	-	-		0	-			-	-	/lf	0
		Light Pole Bases		25.00 ea	-	-	-	-	-	0.00 /ea	0	-			-	-	0.00 /ea	0
		Bollard Light Bases		22.00 ea	-	-	-	-	-	0.00 /ea	0	-			-	-	0.00 /ea	0
		Site Utility Sub			/ls			/ls		/ls	0						/ls	0
	33-0533.999	Gas Service Sub
		Gas Piping - Excavation and Backfill Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			-	-	0.01 /ls	0
		Gas Piping - Excavation and Backfill		43.00 lf	-	-	-	-	-	0.00 /lf	0	-			-	-	0.00 /lf	0
		Gas Service Sub			/ls			/ls		/ls	0						/ls	0
	33-1000.000	WATER DISTRIBUTION
		Water and Fire Protection Service Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			/ls		0.01 /ls	0
		16" CLDI Water Service Piping		15.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		16" Water Service Gate Valve		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		16" x 6" Water Service Tee		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
	33-1000.000	WATER DISTRIBUTION
		Connect to Existing 16" Water Service Main with Couplings		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		10" CLDI Water Service Piping		30.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		10" Water Service Gate Valve		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		10" x 6" Water Service Tee		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		10" x 4" Water Service Tee		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Connect to Existing 10" Water Main with Couplings		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		8" x 6" Water Service Tee		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" CLDI Water Service Piping		400.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		6" CLDI Water Service Piping 45* Bends		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" CLDI Water Service Piping Post Indicating Vavle		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" Water Service Gate Valve		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" x 6" Water Service Tee		3.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" x 4" Water Service Tee		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Connect to Existing 6" Water Line with Couplings		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		4" CLDI Water Service Piping		114.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		4" Water Service Gate Valve		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity		Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount		Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Connect to Existing 4" Domestic Water Service with Coupling		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		3" Copper Water Service Piping		59.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		3" Water Service Gate Valve		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Test Pit Location		3.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" CLDI Fire Protection Service Piping		149.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		6" Fire Protection Service Gate Valve		6.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" x 6" Fire Protection Service Tee		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Fire Hydrant		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		WATER DISTRIBUTION			/ls			/ls		/ls	1						/ls	1
	33-3000.000	PRECAST STRUCTURES
		Sanitary Sewer System Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			/ls		0.01 /ls	0
		Sewer Manhole		7.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		12" PVC Piping		16.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		Connect to Existing 12" Sewer Main with Couplings		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		8" PVC Piping		62.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		Cap 8" PVC Piping for Future Use		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Connect to Existing 8" Sewer Main with Couplings		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6"PVC Piping		284.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		Connect to Existing 6" Sewer Line		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		PRECAST STRUCTURES			/ls			/ls		/ls	0						/ls	0
	33-4000.000	STORM DRAINAGE
		Storm Drainage System Sub Quote		1.00 ls	-	-	-	-	-	0.01 /ls	0	-			/ls		0.01 /ls	0
		Subsurface Detention System P1A (10 Chambers)		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1A Access Manholes		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1B (14 Chambers)		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1B Access Manholes		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1C (60 Chambers)		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1C Access Manholes		8.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1E (28 Chambers)		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Subsurface Detention System P1E Access Manholes		5.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		8,000 Gallon Corrugated Water Tanks		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Drainage Manholes		27.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Water Quality Inlets		3.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Water Quality Units		3.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Outlet Control Structures		4.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Catch Basins		12.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Area Drains		18.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Phosphorous Removal Units		3.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Oil/Grease Interceptor		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



Group	Phase	Description	Takeoff Quantity		Labor Cost/Unit	Labor Price	Labor Amount	Material Cost/Unit	Material Amount	Sub Cost/Unit	Sub Amount		Equip Amount	Other Conv Factor	Other Price	Other Amount	Total Cost/Unit	Total Amount	Location
		Flared End Structure		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Connect to Existing Drainage Manhole		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		24" HDPE Piping		40.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		18" HDPE Piping		415.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
	33-4000.000	STORM DRAINAGE
		15" HDPE Piping		112.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		12" HDPE Piping		1,086.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		10" HDPE Piping		16.00 lf	-	-	-	-	-	0.01 /lf	0	-			/lf		0.01 /lf	0
		8" HDPE Piping		6.00 lf	-	-	-	-	-	0.01 /lf	0	-			/lf		0.01 /lf	0
		Connect to Existing 8" Drain Line		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Connect to Existing 8" Roof Drain Line		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		6" HDPE Piping		219.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		4" HDPE Piping		21.00 lf	-	-	-	-	-	0.01 /lf	0	-			/lf		0.01 /lf	0
		Connect to Existing 4" Drain Line		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		18" PVC Piping		47.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		16" Ductile Iron Piping		19.00 lf	-	-	-	-	-	0.01 /lf	0	-			/lf		0.01 /lf	0
		16" Water Gate Valve		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		12" Ductile Iron Piping		5.00 lf	-	-	-	-	-	0.01 /lf	0	-			/lf		0.01 /lf	0
		6" Ductile Iron Piping		28.00 lf	-	-	-	-	-	0.00 /lf	0	-			/lf		0.00 /lf	0
		4" Ductile Iron Piping		58.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		15" Cast Iron Rain Leader Piping		9.00 lf	-	-	-	-	-	0.01 /lf	0	-			/lf		0.01 /lf	0
		Connect to Existing 4" Cast Iron Rain Leader		2.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Ductile Iron Piping Wye Connection		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Roof Drain Connectors		5.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Roof Drain Boots		5.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Trench Drain Detention System		391.00 sf	-	-	-	-	-		0	-			/sf		/sf	0
		Trench Drain		75.00 lf	-	-	-	-	-		0	-			/lf		/lf	0
		Rainstor3 Drainage Unit		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		Test Pits		1.00 ea	-	-	-	-	-	0.01 /ea	0	-			/ea		0.01 /ea	0
		STORM DRAINAGE			/lf			/lf		/lf	2						/lf	2
		UTILITIES			/sf			/sf		/sf	3						/sf	3



Estimate Totals
Description	Amount	Totals	Hours	Rate	Cost Basis Cost per Unit		Percent of Total
Labor	259,985		12,156.357 hrs			0.561	/sf	0.65	%
Material	249,094					0.538	/sf	0.62	%
Subcontract	33,500,548					72.301	/sf	83.63	%
Equipment	128,679		21,671.714 hrs			0.278	/sf	0.32	%
Other	2,971,928					6.414	/sf	7.42	%
From the Spreadsheet	37,110,234	37,110,234				80.091	/sf	92.64
Construction Contingency	742,205			2.000 %	T	1.602	/sf	1.85	%

C.E. Floyd Company, Inc.

Spreadsheet Report

E16034 West Garage

11/16/2016 10:45 AM



MA Sales Tax	23,611		6.250 %	C	0.051	/sf	0.06	%
Gen'l, Prof, & Pollution Liab.	560,806		1.400 %	T	1.210	/sf	1.40	%
Building Permit	548,600			L	1.184	/sf	1.37	%
Overhead & Fee	1,072,100		2.750 %	T	2.314	/sf	2.68	%
Total		40,057,556			86.452	/sf

Exhibit ‘F’ – Project Baseline Schedule and Narrative

West Garage Job #16-007

October 28, 2016

Baseline Schedule Narrative, Rev 0

INTRODUCTION

The attached schedule is the baseline construction master schedule for the Athena West Garage Project. This project is a 7 story, 464,000 sf precast parking located on the West end of the athenahealth campus. The scope of work includes extensive site work including removal of 65,000 yards of contaminated soils, deep excavations, SOE sheeting, site utilities, site finishes and landscaping. The structure consists of CIP foundations, underslab utilities, precast concrete parking decks, 2 elevators, 3 stairwells, an aluminum exterior screening system and an overhead bridge that connects to the existing building 311.

To help show this work our baseline Schedule is broken down into the following Work Breakdown Structures: Permit Approvals, Design & Document Prep, Preconstruction, Project Milestones, Subcontractor Procurement, Site Work, Structure & Envelope, Bridge to 311, Elevator, Interior Framing/Rough/Finish and Start-up/Testing/Inspections.

Sitework is then broken down further into: Mobilization, SOE/Soils/Fnd Prep, Site Utilities and Site Finishes.

Along with the Work Breakdown Structure and the detailed Construction Activities we have shown graphically a winter conditions curtain.

APPROACH TO SCHEDULING

C.E. Floyd Company has developed the baseline schedule based on input from the design team, direction from the Owner, input from subcontractors and through detailed study of the construction documents and sequence required to execute the work most efficiently.

The Baseline Schedule and it’s WBS’s will be broken down into more detailed Breakout Schedules through detailed schedule and sequence review meetings with trade subcontractors. The baseline Schedule will be updated on a monthly basis or more if required to accurately track the progress of the project. Updates will be based on activities start dates, completion dates and percent complete calculations. Along with Baseline and Breakout Schedules C.E. Floyd will utilize the use of 3 Week Look Ahead Schedules developed by our Project Superintendent to schedule and track activities on a day to day and week to week basis.

C.E. Floyd Company plans to work from North to South with soil excavation, foundations and precast. We plan to sequence in the other trades as shown through our start to start with positive lag relationships. The first 5 months will consist of deep excavations, foundations and site utilities. The next 5 months will consist of precast erection, misc site and concrete activities and the start of elevator install and other interior activities. The final 5 months will consist of precast detailing and completion, all interior roughs, finishes, start-up, inspections and site finishes.

CRITICAL PATH

As shown on our baseline Schedule the Critical Path for this project runs through approvals, procurement, LSP approval letters, Mass Excavation, SOE, foundation prep, waterproofing, concrete foundations, SOG prep, precast, LGM framing, MEP rough, finishes, start-up and inspections.

MILESTONES

Milestones are tracked and forecasted during each schedule update. Milestone Chart



Activity	Original Date	Current Date	Forecasted	Variance	Type
Site Mobilization	10/17/2016				Start
Start Mass Excavation	11/11/2016				Start
Start SOE	12/13/2016				Start
Start Foundations	2/24/2017				Start
Start Precast	5/22/2017				Start
Start Elevator	6/5/2017				Start
Demobilize Crane	9/18/2017				Finish
CO/Substantial Completion	1/11/2018				Finish
Final Completion & Turnover	2/11/2018				Finish

Milestone Notes

Baseline Schedule no activities updated.

PROJECT CALENDAR

The Baseline Schedule is based on an 8 hour-5 day work week with the 6 standard Federal Holiday’s shown as non-work days. Basic winter conditions have been taken into account by allowing for 7 days as non-work days thru the months of December, January, February and March.

This is the same basis the Breakout Schedules would be created with.

The Project baseline schedule and Breakout Schedules will also be created with the ability to assign separate calendars to individual activities to show constraints that the activity might have such as spring and fall plantings, backfill requirements and Town restrictions, however no such calendars have been added at this time. We will also have the ability to impose more stringent scheduling requirements to activities that may fall behind schedule such as 10 hour-6 day work week. Activity calendars that change during the course of schedule updating are identified on each schedule update narrative.

CONSTRAINTS, LAGS and RELATIONSHIPS

We have some constraints within the baseline schedule most of which are in the DD and Municipal WBS’s based on town requirements. Three activities within the Construction WBS have start constraints. Those activities are A1130, A5280 and A6090 all of which are based on an anticipated status of the precast erection at those dates. We have 210 activities and 326 relationships. We have tried to minimize lag but where required to accurately show concurrent activities we have start to start relationships with positive lag.

RESOURCE ALLOCATION

We have not allocated or tied any activities to resources at this time and we do not plan to at any point during the project.

SCHEDULE UPDATE NOTES

Proposal Schedule no activities or calendars updated.

Exhibit “G”

athenahealth – West Garage, Watertown, MA

Contractor’s Personnel Rates
Standard Stipulated Project Charging Rates

The following C.E. Floyd Company Standard Stipulated Charging Rates are the charging rates for project work and shall be utilized with the appropriate paragraph of Contract Agreements.


1.	Supervisory and administrative personnel will be reimbursed at the following rates for hours worked on this project, whether at the project site or home office. These rates include all benefits, payroll taxes and payroll insurance.



			2016	2017
Ù	Project Executive		$184.00 / hr	$193.00 / hr
Ù	Field Operations Manager		$153.00 / hr	$161.00 / hr
Ù	Safety Director		$125.00 / hr	$131.00 / hr
Ù	Senior Project Manager		$148.00 / hr	$155.00 / hr
Ù	Project Superintendent		$128.00 / hr	$134.00 / hr
Ù	Asst. Project Superintendent		$79.00 / hr	$ 83.00 / hr
Ù	Senior Estimator	$130.00 / hr		$137.00 / hr
Ù	Project Engineer		$89.00 / hr	$ 93.00 / hr
Ù	Project Accounting		$66.00 / hr	$ 69.00 / hr


2.	Hourly labor will be reimbursed at actual hourly pay rates plus 56% of gross pay for payroll taxes, worker’s compensation, vacation, holidays, and 401K. Benefits will be reimbursed at the rate of $13.02 per hour for health and dental Insurance, disability/life insurance and training.


3.	The cost for general liability, professional, pollution and auto insurance will be reimbursed at the rate of $14.00 per thousand dollars of the Contract Sum.


4.	The above rates are valid through December 31, 2017; we reserve the right to review and adjust our rates for the

2018 calendar year,

EXHIBIT "H"



	CERTIFICATE OF LIABILITY INSURANCE	DATE (MM/DD/YYYY) 9 /13/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).



PRODUCER THE ROWLEY AGENCY INC. 45 Constitution Avenue P. O. Box 511 Concord NH 03302-0511			CONTACT NAME: Scott Dearden
			PHONE (A/C. No. Ext): (603) 224-2562		FAX (A/C. No): (603) 224-8012
			E-MAIL ADDRESS:	sdearden@rowleyagency.com
			INSURER(S) AFFORDING COVERAGE			NAIC #
			INSURER A :Continental Western Insurance
INSURED			INSURER B :Acadia Insurance Company			31325
C.E. Floyd Company, Inc.			lNSURER C :
135 South Road			lNSURER D:
			INSURER E:
Bedford	MA	01730-2307	INSURER F:



COVERAGES	CERTIFICATE NUMBER:2016-2017 All Lines	REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

TYPE OF INSURANCE

ADDL INSD

SUBR WVD

POLICY NUMBER

POLICY EFF (MM/DD/YYYY)

POLICY EXP (MM/DD/YYYY)

LIMITS

COMMERCIAL GENERAL LIABILITY

EACH OCCURRENCE

1,000,000

CLAIMS-MADE

OCCUR

3/24/2016

3/24/2017

DAMAGE TO RENTED PREMISES (Ea occurrence)

250 , 000

CG0001

MED EXP (Any one person)

5,000

CPA010847122

PERSONAL & ADV INJURY

1,000,000

GEN’L AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE

2,000,000

POLICY

PROJECT

LOC

PRODUCTS - COMP/OP AGG

2,000,000

OTHER:

AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT
(Ea accident)

1 ,000,000

ANYAUTO

BODILY INJURY (Per person)

ALL OWNED
AUTOS

SCHEDULED AUTOS

MAA010847222

3/24/ 2016

3/ 24/2017

BODILY INJURY (Per accident)

HIRED AUTOS

NON-OWNED
^AUTOS

PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB

OCCUR

EACH OCCURRENCE

10,000,000

EXCESS LIAB

CLAIMS-MADE

AGGREGATE

10,000,000

DED

RETENTION$

CUA010847522

3/24/2016

3/24/2017

WORKERS COMPENSATION

3A States: MA,RI,CT,NH

PER
STATUTE

OTHER

AND EMPLOYERS' LIABILITY

Y/N

E.L. EACH ACCIDENT

1,000,000

ANY PROPRIETOR/PARTNER/
EXECUTIVE OFFICER/ MEMBER EXCLUDED?

N/A

E L. DISEASE - EA EMPLOYEE

1,000,000

(Mandatory In NH)

WCA028942717

3/24/2016

3/24/2017

E.L. DISEASE- POLICY LIMIT

1, 000,000

If yes, describe under
DESCRIPTION OF OPERATIONS below

Installation Floater

CI?A010847l22

3/24/2016

3/24/2017

$1 ,000 Deductible

250,000

Leased/Rented Equipment

$1,000 Deductible

250,000

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remark& Schedule, may be attached If more space Ia required)
Description of Project Work:

Additional insureds with respects to General Liability when required by written contract.
athenahealth; Owner's Rep. : PMA Consultants;
Designer : Walker Parking Consultants/Engineers , Inc.



CERTIFICATE HOLDER	CANCELLATION
Athena Arsenal, LLC 311 Arsenal Street Watertown, MA 02472	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
	AUTHORIZED REPRESENTATIVE
	Scott Dearden/SD	/s/Scott M Dearden



ACORD 25 (2014/01)	The ACORD name and logo are registered marks of ACORD
INS025 (201401)

EXHIBIT "H"



COMMENTS/REMARKS
Consulting Architect : Charles Rose Architects
OFREMARK	COPYRIGHT 2000, AMS SERVICES INC.

EXHIBIT "H"



	CERTIFICATE OF LIABILITY INSURANCE	DATE (MM/DD/YYYY) 9/13/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).



PRODUCER THE ROWLEY AGENCY INC. 45 Constitution Avenue P. O. Box 511 Concord NH 03302-0511			CONTACT NAME: Scott Dearden
			PHONE (A/C. No. Ext): (603) 224-2562		FAX (A/C. No): (603) 224-8012
			E-MAIL ADDRESS:	sdearden@rowleyagency.com
			INSURER(S) AFFORDING COVERAGE			NAIC #
			INSURER A : The North River Insurance Company
INSURED			INSURER B :
C.E. Floyd Company, Inc.			lNSURER C :
135 South Road			lNSURER D:
			INSURER E:
Bedford	MA	01730-2307	INSURER F:



COVERAGES	CERTIFICATE NUMBER·16-17 Excess Umb	REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

TYPE OF INSURANCE

ADDL INSD

SUBR WVD

POLICY NUMBER

POLICY EFF (MM/DD/YYYY)

POLICY EXP (MM/DD/YYYY)

LIMITS

COMMERCIAL GENERAL LIABILITY

EACH OCCURRENCE

CLAIMS-MADE

OCCUR

DAMAGE TO RENTED PREMISES (Ea occurrence)

MED EXP (Any one person)

PERSONAL & ADV INJURY

GEN’L AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE

POLICY

PROJECT

LOC

PRODUCTS - COMP/OP AGG

OTHER:

AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT
(Ea accident)

ANYAUTO

BODILY INJURY (Per person)

ALL OWNED
AUTOS

SCHEDULED AUTOS

BODILY INJURY (Per accident)

HIRED AUTOS

NON-OWNED
^AUTOS

PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB

OCCUR

EACH OCCURRENCE

$15,000,000

EXCESS LIAB

CLAIMS-MADE

AGGREGATE

15,000,000

DED

RETENTIONS $10,000,000

5227957872

3/24/2016

3/24/2017

WORKERS COMPENSATION

PER
STATUTE

OTHER

AND EMPLOYERS' LIABILITY

Y/N

E.L. EACH ACCIDENT

ANY PROPRIETOR/PARTNER/
EXECUTIVE OFFICER/

N/A

E L. DISEASE - EA EMPLOYEE

MEMBER EXCLUDED? (Mandatory In NH)

E.L. DISEASE- POLICY LIMIT

If yes, describe under DESCRIPTION OF OPERATIONS below

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)

Description of Project Work:

Construction of new parking garage, associated site development and site utility work. The project includes construction of a pedestrian bridge connection to the existing Building #311 Arsenal Street. Also included is the west end of Building 339 Generator Pad I Retaining Wall. Additional insureds with respects to General Liability when required by written contract. athenahealth; Owner's Rep. : PMA Consultants;

Designer : Walker Parking Consultants/Engineers, Inc.



CERTIFICATE HOLDER	CANCELLATION
Athena Arsenal, LLC 311 Arsenal Street Watertown, MA 02472	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
	AUTHORIZED REPRESENTATIVE
	Scott Dearden/SD	/s/ Scott M Dearden



ACORD 25 (2014101) INS025 (201401)	The ACORD name and logo are registered marks of ACORD

EXHIBIT ''H"



COMMENTS/REMARKS
Consulting Architect : Charles Rose Architects
OFREMARK	COPYRIGHT 2000, AMS SERVICES INC.

EXHIBIT "H"



	CERTIFICATE OF LIABILITY INSURANCE	DATE (MM/DDIYYYY) 9/13/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT: If t he certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).



PRODUCER THE ROWLEY AGENCY INC. 45 Constitution Avenue P.O. Box511 Concord NH 03302-0511			CONTACT NAME: Scott Dearden
			PHONE (A/C. No. Ext): (603) 224-2562		FAX (A/C. No): (603) 224-8012
			E-MAIL ADDRESS:	sdearden@rowleyagency.com
			INSURER(S) AFFORDING COVERAGE			NAIC#
			INSURER A : Illinois Union Insurance Co (ACE)			10
INSURED			INSURER B :
C.E. Floyd Company, Inc.			lNSURER C :
135 South Road			lNSURER D:
			INSURER E:
Bedford	MA	01730-2307	INSURER F:



COVERAGES	CERTIFICATE NUMBER:16-17 Prof/Poll Only	REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR

TYPE OF INSURANCE

ADDL INSD

SUBR WVD

POLICY NUMBER

POLICY EFF (MM/DD/YYYY)

POLICY EXP (MM/DD/YYYY)

LIMITS

COMMERCIAL GENERAL LIABILITY

EACH OCCURRENCE

CLAIMS-MADE

OCCUR

DAMAGE TO RENTED PREMISES (Ea occurrence)

MED EXP (Any one person)

PERSONAL & ADV INJURY

GEN’L AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE

POLICY

PROJECT

LOC

PRODUCTS - COMP/OP AGG

OTHER:

AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT
(Ea accident)

ANYAUTO

BODILY INJURY (Per person)

ALL OWNED
AUTOS

SCHEDULED AUTOS

BODILY INJURY (Per accident)

HIRED AUTOS

NON-OWNED
^AUTOS

PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB

OCCUR

EACH OCCURRENCE

EXCESS LIAB

CLAIMS-MADE

AGGREGATE

DED

RETENTIONS $10,000,00z0

WORKERS COMPENSATION

PER
STATUTE

OTHER

AND EMPLOYERS' LIABILITY

Y/N

E.L. EACH ACCIDENT

ANY PROPRIETOR/PARTNER/
EXECUTIVE OFFICER/

N/A

E L. DISEASE - EA EMPLOYEE

MEMBER EXCLUDED?

(Mandatory In NH)

If yes, describe under
DESCRIPTION OF OPERATIONS below

E.L. DISEASE- POLICY LIMIT

Professiona1/Po11ution

COOG27369789002

3/24/2016

3/24/2017

Per Occurence/Claim

$3,000,000

Annual Aggregate

$6,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)

Description of Project Work : Construction of new parking garage, associated site development and site utility work. The project includes construction of a pedestrian bridge connection to the existing Building #311 Arsenal Street. Also included is the west end of Building 339 Generator Pad I Retaining Wall.



CERTIFICATE HOLDER	CANCELLATION



Athena Arsenal, LLC 311 Arsenal Street Watertown, MA 02472	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
	AUTHORIZED REPRESENTATIVE
	Scott Dearden/SD	/s/ Scott Dearden



ACORD 25 (2014/01)	The ACORD name and logo are registered marks of ACORD
INS025 (201401)

ATHENA ARSENAL, LLC

EXHIBIT I

PARTIAL WAIVER AND SUBORDINATION OF LIEN

M.G.L. Ch. 254 §32



COMMONWEALTH OF MASSACHUSETTS SUFFOLK COUNTY	Date:
	Application for Payment No.



OWNER:
CONTRACTOR:
LENDER/MORTGAGEE:



1.	Original Contract Amount:	$
2.	Approved Change Orders:	$
3.	Adjusted Contract Amount (line 1 plus 2):	$
4.	Completed to Date:	$
5.	Less Retainage:	$
6.	Total Payable to Date (line 4 less line 5):	$
7.	Less Previous Payments:	$
8.	Current Amount Due (line 6 less line 7):	$
9.	Pending Change Orders:	$
10.	Disputed Claims:	$

The undersigned who has a contract with ___________________ for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as ____________ located in ____________ (city or town), ____________ County, Commonwealth of Massachusetts and owned by ____________, upon receipt of ___________ ($______) in payment of an invoice/requisition/application for payment dated __________ does hereby:

(a) waive any and all liens and right of lien on such real property for labor or materials, or both labor and materials, or rental equipment, appliances or tools, performed or furnished through the following date: __________ (payment period), except for retainage, unpaid agreed or pending change orders, and disputed claims as stated above; and

(b) subordinate any and all liens and right of lien to secure payment for such unpaid, agreed or pending change orders and disputed claims, and such further labor or materials, or both labor and materials, or rental equipment, appliances or tools, except for retainage, performed or furnished at any time through the twenty-fifth day after the end of the above payment period, to the extent of the amount actually advanced by the Lenders through such twenty-fifth day.

Signed under the penalties of perjury this _____ day of __________, __________.

(Name of Contractor)



By:
Name:
Title:



COMMONWEALTH OF MASSACHUSETTS		)
		) ss.:
COUNTY OF		)

On this ___ day of _______________, 20__, before me, the undersigned notary public, personally appeared ___________________, who provided to me through satisfactory evidence of identification which were ___________________ to be the person whose name is signed on the preceding or attached document and acknowledged to me that he/she signed it voluntarily for its stated purpose as ______________ of _______________________________________, and acknowledged the foregoing instrument to be his/her free act and the free act and deed of said _______________, before me,

Notary Public

My commission expires

SUPPLEMENT TO PARTIAL WAIVER AND SUBORDINATION OF LIEN

This instrument is delivered with and supplements that certain Partial Waiver and Subordination of Lien dated _______________________ (the “Statutory Form Waiver”). In consideration of all past payments received from Athena Arsenal, LLC (“Owner”) in connection with the Project and upon receipt of the payment to be made in response to the undersigned’s Application for Payment No. _______________________, the undersigned represents, warrants, acknowledges and agrees as follows:

1. The undersigned has no claim (including claims for so-called “extras”) against Owner for an increase in the Contract Sum for and through the period of time ending upon _______________________ (the “Effective Date”) which is not included in items 9 or 10 of the Statutory Form Waiver; and

2. The undersigned has been paid and has received full payment of all sums due or owed by Owner to the undersigned for labor, materials, tools and/or equipment furnished by or on behalf of the undersigned to or in connection with the Project as of the Effective Date, except as otherwise noted in the Statutory Form Waiver or this Supplement thereto, and hereby releases, discharges, relinquishes and waives any and all claims for payment or other claims or rights against the Owner, the lender or mortgagee identified in the Statutory Form Waiver and any other lender, and the Project, on account of any labor, materials, tools and/or equipment furnished by or on behalf of the undersigned to or in connection with the Project through the Effective Date, except for (a) retainage listed in item 5 of the Statutory Form Waiver, (b) amounts included in Pending Change Orders listed in item 9 of the Statutory Form Waiver, (c) amounts included in Disputed Claims listed in item 10 of the Statutory Form Waiver, and (d) as otherwise specifically noted in the Statutory Form Waiver or this Supplement thereto.

The individual executing this instrument represents and warrants that he/she is the duly authorized representative of the undersigned, empowered and authorized to execute and deliver the Statutory Waiver Form and this Supplement on behalf of the undersigned and that this document shall be binding upon the undersigned.

(Name of Contractor)



By:
Name:
Title:

ATHENA ARSENAL, LLC

EXHIBIT J

SUBCONTRACTOR/SUPPLIER PAYMENT ACKNOWLEDGEMENT AND LIEN WAIVER

(Progress Payment)



Subcontractor/Supplier Payment Application No.
OWNER: ATHENA ARSENAL, LLC



CONTRACTOR:
PROJECT:
PROJECT ADDRESS:



SUBCONTRACTOR OR
SUPPLIER:



1.	Original Contract Amount:	$
2.	Approved Change Orders:	$
3.	Adjusted Contract Amount:	$
4.	Completed to Date:	$
5.	Less Retainage:	$
6.	Total Payable to Date (line 4 less line 5):	$
7.	Less Previous Payments:	$
8.	Current Amount Due (line 6 less line 7):	$

In consideration of all past payments received in connection with the Project, and the payment of amounts set forth in Subcontractor/Supplier Payment Application No. _______________, which represents full payment for all labor, materials and/or equipment furnished by the undersigned to or in connection with the Project through _______________________, 20__ (the “Effective Date”), the undersigned for itself and on behalf of its officers, principals, agents, employees, affiliates, parents, subcontractors, suppliers, consultants, sureties, lenders, successors, assigns and insurers, hereby: (a) represents, warrants, acknowledges and agrees that (i) it has been paid all sums shown above as previously paid for labor, materials and/or equipment furnished by the undersigned to or in connection with the Project and (ii) it has paid in full all amounts owed to its subcontractors, workmen, suppliers and materialmen for and with respect to all labor, materials, tools and/or equipment furnished in connection with the Project; and (b) releases, discharges, relinquishes and waives, to the extent permitted by law, any and all liens, claims of lien and rights of lien under applicable law and any and all known and unknown claims of any kind,

whether in contract, tort, law, equity or otherwise, including, without limitation, claims for non-payment, extra work, delays and disruptions, against the Project, the Contractor, the Owner, the Owner’s lenders, and their respective officers, directors, principals, agents, employees, members, partners, trustees, parents, affiliates, servants, subcontractors, suppliers, consultants, sureties and insurers, arising out of or occurring in connection with the Project through the Effective Date, except for unpaid retainage in the amount shown in line 5 above and except as follows:

(attach additional pages if necessary)

The undersigned individual represents and warrants that he/she is the duly authorized representative of the Subcontractor/Supplier, empowered and authorized to execute and deliver this document on behalf of the Subcontractor/Supplier and that this document shall be binding upon the undersigned.

Signed under the penalties of perjury as of this ________ date of ________________, ________.




(Name of Subcontractor/Supplier)
By:
Name:
Title:



		)
		)
COUNTY OF		)

On this ________ day of _______________________, 20__, before me, the undersigned notary public, personally appeared _______________________ (name of document signer), proved to me through satisfactory evidence of identification, which was ___________________, to be the person whose name is signed on the preceding or attached document and acknowledged to me that (he)(she) signed it voluntarily for its stated purpose [as partner for _______________, a partnership] [as ______________ for _______________________, a corporation] [as attorney in fact for ________________, the principal][as ______________ for ___________________, (a)(the) _______________________].

______________________________

(Official signature and seal of notary)

My commission expires: _________

Issued: 11/18/2016

EXHIBIT K - Construction Management Plan

Athenahealth West Garage

Construction Management Plan

Sect 1. Construction Management Plan


—	Summary & Goals of the CMP


—	Neighbor Hood Outreach – Provided by Athena


—	Adjacent Structures Survey – Sanborn Head

Sect 2. Construction Logistics and Safety


—	Logistics Plan


—	Trucking Routes


—	Soil Removal Plan


—	Precast Erection Plan – After Award of Precast


—	CEF Corporate Safety Plan & Site Specific Safety Plan – After subcontract award

Sect 3. Construction Schedule and Phasing


—	Phase IA Phasing Plan


—	Site Schedule - TBD


—	West Garage Schedule


—	Building 2 Schedule - TBD

Sect 4. Construction Site Requirements


—	Site Security Plan


—	Working Hours & Noise Ordinances


—	Construction Parking


—	Dewatering Plan


—	Construction Waste Management


—	Dust Control


—	Tree Protection


—	Weekly Coordination Meetings



			1

Issued: 11/18/2016

Section 1: Construction Management Plan

Summary and Goals of the CMP: Athena Arsenal West Parking Garage, Building Two and Site Utilities

C.E. Floyd Company, Inc. has been engaged by Athena Arsenal to manage the construction of the new West Garage, Building Two and the associated site utilities located on the west side of the existing Arsenal on the Charles campus between Arsenal Street and North Beacon Street. The parking garage will be constructed of concrete foundations and a precast concrete structure. The garage will include one parking floor below grade and six parking floors above grade. The garage façade will be enclosed with aluminum tube members to provide an architectural screen. The garage will be connected to the existing Building 311 by an overhead bridge connecting the fourth floors of each building.

Building Two will be a three story commercial building, built immediately adjacent to and north façade of the garage. The building construction will include concrete foundations, a structural steel frame and aluminum and glass curtain walls.

In addition to the garage and building structures, new site utilities will be provided for new drainage, sewer, water, gas and electric services on the site with connections to existing public utilities in Arsenal and North Beacon streets.

The goal of this Construction Management Plan is to establish a logistical plan for prosecuting the work along with construction, security and safety standards for all of the construction companies performing the work to abide by, and to inform the Town of Watertown officials and interested neighbors of these standards and plan. By doing so we aim to avoid any disruptions to local services and minimize any and all inconveniences to abutting residences and businesses.

All work will be done in accordance with approved Master Site Plan, the Watertown Site Plan approval, the Environmental Protection Agency (EPA), the Massachusetts Contingency Plan (MCP) and any other regulatory agency having jurisdiction.

The plan will allow for modifications and improvements during the course of construction to better serve the Owner and community.

Community Outreach:

Athena Arsenal has committed to a robust community outreach program, inclusive of community meetings, neighborhood design focus groups for select landscape areas, as well as the intention of having up-to-date project and construction information on a public website, offered through the already established http://thearsenalonthecharles.com/ address. In addition to this, project contact information will be made available to ask questions or if you wish to raise any concerns.

Adjacent Structures Survey:

Athena Arsenal has retained Sanborn Head and Associates, Inc. as Geotechnical Engineer of Record for the Project. Part of their scope of services is to extend the offer to neighboring businesses and residents to have their homes inspected prior to any construction starting. Establishment of a site radius has been determined by best practice, and will be a 100’ from the site perimeter, owners of any structure within this zone will be given the opportunity, at no cost to them, to have their property inspected before site activities start. Inspections will consist of interior and exterior video surveys, still photographs and provide written documentation of the surveyed properties.

The inspections process (incl. initial outreach) is expected to start in mid-August with the intention to complete prior to the end of September. This scope will be coordinated and executed exclusively by Sanborn Head on behalf of Athena Arsenal LLC.



			2

Issued: 11/18/2016

Section 2: Construction Logistics and Safety

Logistics Plan:

C.E. Floyd Company, Inc. in conjunction with Athenahealth, Stantec and other members of the project team have developed a comprehensive Construction logistics plan that shows the limits of the construction site fence, construction entrances, campus traffic flow adjacent to construction, access to adjacent buildings, site office, parking and dewatering system locations. Additional logistics plans for Campus Operations, Employee Transportation and Pedestrian Access and Site Safety have been developed to aid communication with Campus Employees, Subcontractors, Local Authorities and Emergency Responders.

See the following Preliminary Logistics plans attached, Attachment “A”:

CEF – 1 Preliminary Construction Logistics dated 8/4/16

CEF – 2 Preliminary Campus Operations dated 8/4/16

CEF – 3 Preliminary Employee Transportation & Pedestrian Access dated 8/4/16

CEF – 4 Preliminary Site Safety dated 8/4/16

Trucking Routes & Deliveries:

C.E. Floyd Company, Inc. will manage material deliveries to the site by including in all subcontracts and purchase orders provisions that stipulate the proper routes to be utilized, both within and outside of the town, by the various delivery vehicles throughout the course of construction. Delivery routes will be coordinated with and approved by the Watertown DPW and Police Departments and will be specific to the size of vehicles making the deliveries.

Ordinary personnel vehicles utilized for travel to and from the site by construction workers shall be on the public roads serving

the area of the site.

Access to the site will be via two gated entry points. The main entry point will be on North Beacon Street where one of the current entries to the site exists. Access to the construction zone will be developed on the Athena Arsenal property adjacent to the North Beacon Street entry. The secondary entry point will be at the west end of the site off of Arsenal Street where there is an existing entry point. This entry point will be gated and utilized by small construction vehicles on a limited basis.

At the two entry points, tracking mats will be provided to prevent the tracking of soil material from the site onto the local roadways. Additionally the grade at these two entry points will be sloped towards the site to prevent erosion/seepage onto the local roadways. All trucks leaving the site will be covered and cleaned of loose debris in accordance with the project specifications.

Silt fabric will be installed at all on site and adjacent catch basins to prevent the build-up of sediment in the catch basin sumps. The adjacent streets will be routinely swept to ensure that adjacent local streets are kept clean of soil sediment. Preventative soil erosion measures will be provided at all down sloping construction areas which will remain throughout the construction period. Additionally soil erosion barriers will be provided at the downslope sides of any on-site soil stockpiles. Further, soil stockpiles will be placed on, and covered with, polyethylene sheeting in accordance with the project specifications. Accumulated sediment will be removed as required to ensure proper functioning of the soil erosion barriers.

Soil Removal Plan:

C.E. Floyd Company, Inc. will comply with the requirements of the project specifications for the removal and disposal of any contaminated soils as set forth by Sanborn Head the project Licensed Site Professional (LSP) of record, including and as stated in the Soil Pre-Characterization report dated July 27, 2016.

The excavation, loading and hauling of all soils will be completed in a manner that ensures the protection of health, safety, public welfare and the environment. All material will be disposed of legally at pre-approved facilities in accordance Section 121(d)(3) of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA, also known as Superfund) off-site rule, the MCP, 310 CMR 40.00 and all other applicable local state and federal laws.



			3

Issued: 11/18/2016

Project specific measures will be implemented to ensure a safe, clean and efficient soil removal plan. Specific measures include:


1.	All excavation will be monitored daily by the Athena Arsenal’s LSP of Record and C.E. Floyd Company, Inc.


2.	All dust control measures will be employed as required by the specification and as outlined in section 4, dust control.


3.	All stock piles will be placed on and covered with polyethylene sheeting when not actively being managed.


4.	Instrumentation will be implemented to monitor vibration levels and dust levels at key locations on-site.


5.	Trucking routes will be clearly communicated, permitted and signed to limit interruption and safety concern with local vehicle and pedestrian traffic.


6.	It can be anticipated that about 40-60 trucks a day for 3-4 months will leave the site with soils.


7.	A detailed dewatering plan will be established to control ground water as outlined in section 4, dewatering.

Precast Erection Plan:

C.E. Floyd Company, Inc. will provide a detailed precast trucking delivery and erection plan upon final award of this subcontract. Precast subcontract scopes are currently in review with an award is expected in August. It is anticipated that this phase of the project will have a duration of about 5 months starting in the spring of 2017 and will require about 30-40 precast delivery trucks per day during the erection phase.

C. E. Floyd Company, Inc. Safety Program & Site Specific Safety Requirements:

C. E. Floyd Company, Inc. is committed to providing a safe work environment for all employees, subcontractor employees, temporary employees, jobsite visitors and members of the public. Our written safety program establishes the expectations and minimum requirements to govern all operations for C.E. Floyd Company and meets or exceeds all OSHA, state and local standards. We believe that Safety starts in the planning phase including preconstruction planning, design, estimating, purchasing, and continues through the construction phase until final acceptance of the project. The success of this program depends upon the effort made by each individual within our company as well as those with our Subcontractors and Suppliers. In addition to our Company Safety Program we also develop site specific safety requirements as needed to identify potential project hazards. Potential hazards associated with this project include fall protection (working on and around precast), crane work - overhead protection and laydown area, foundation walls, excavation, deliveries and flow around the project (logistics), and public protection. These project specific safety requirements will be clearly communicated to all project team members from the owner to the subcontractor through an on-site safety orientation and through daily and weekly coordination meetings.

Section 3: Construction Schedule, Phasing and Sequencing

Phase 1A Phasing Plan

Phase1A construction includes the West Garage, Building 2 and all associated site work as approved as part of the Athenahealth Master Plan.

Site Construction Schedule

The site construction schedule is included within the West garage construction schedule and will extend beyond garage completion in areas being further redeveloped within the campus as part of the Athena Masterplan.

West Garage Construction Schedule:

The proposed West Garage construction schedule is currently scheduled as a 15 month duration with construction mobilization scheduled for mid September of 2016 and a completion date of December of 2017. Major construction activities include site utility relocations and services, mass soil removal and disposal, support of earth excavation, concrete foundations, precast parking garage structure, exterior aluminum screening, elevator, exterior stair wells with aluminum curtain wall systems and interior mechanical, plumbing, fire protection and electrical systems. Here is an overview of the major construction activities and their anticipated durations:



			4

Issued: 11/18/2016

West Garage Construction Schedule:

September 2016 through February 2017: Site Mobilization, SOE, Soil Removal, Utilities and Foundation Excavation
January 2017 through April 2017 – Foundations, Waterproofing, backfill
April 2017 through October 2017 – Precast Erection, Exterior Skin, Elevator, Site Utility and Grading
September 2017 through December 2017 – MEP/FP, Exterior Skin, Curtain Wall Systems, Site Finishes and Landscaping

Building 2 Construction Schedule:

The building 2 construction schedule is not yet developed however the anticipated duration is 10 months and the anticipated start date is early spring of 2017 with a completion date of December 2017. Building 2 is planned to be completed at the same time as the West Garage.

Section 4: Construction Site Requirements

Site Security Plan:

C.E. Floyd Company, Inc. and Athenahealth will collaborate on site security plan during normal working hours and after hours. The project site will be fully fenced and screened utilizing post driven chain link fencing. All pedestrian and vehicular gates will be locked at the end of each day. The site fence will be properly signed with construction notification and no trespassing signage. All construction gates will be monitored with security camera and DVR systems. The site will be appropriately lit with temp lighting as will the building structure once erected. Finally all visitors to the site will be required to sign in at the C.E. Floyd Company, Inc. construction office. C.E. Floyd Company, Inc. and Athenahealth will meet regularly to discuss site security and any additional measures that may be required as construction progresses.

Arsenal Campus Security will continue to have a 24/7 presence on campus and working with the C.E. Floyd team, the coverage on the construction site will be coordinated.

Working Hours:

Normal working hours on Monday through Friday throughout the project will be from 7:00 am to 3:30pm with some activities extending to 5:30 pm. When Saturday working hours are required, they will be from 8:00 am to 4:00 pm. All work will comply with Watertown noise ordinance requirements. Workers will begin to arrive at approximately 6:45 am on Monday through Friday and 7:45 am on Saturdays. The majority of the workers will exit the site starting at approximately 3:30 pm. This traffic flow will be monitored closely and coordinated with the Watertown Police Department to ensure that traffic flow and queuing do not compromise public safety.

Construction Parking:

It is expected that all vehicles of construction workers will be accommodated within the limits of construction on the Athena Arsenal site during the full duration of the project. C.E. Floyd Company, Inc. will manage the site to allow for adequate material storage and construction vehicle parking. C.E. Floyd Company, Inc. will encourage construction workers to carpool in order to minimize the number of vehicles on site.

Dewatering Plan:

Due to existing groundwater levels vs. the proposed bottom of footing excavation, a continuous dewatering system will be required for approximately 10 months out of the 15 month duration. The dewatering system will be installed in accordance with the National Pollution Discharge Elimination System (NPDES) Remediation General Permit approvals and based on design recommendations provided by Sanborn Head. The system may likely consist of settling tanks ( frac tank),



			5

Issued: 11/18/2016

sedimentation filters and carbon tanks at a minimum and will run 24 hours a day in order to draw the ground water table down to 2’ below the lowest excavation. Local sumps will be installed throughout the building footprint and submersible pumps will be used to pump water to the discharge system. Discharge is intended to be into the existing drainage swale that runs parallel with North Beacon Street, see the logistics plan for specifics. This system will be maintained regularly to ensure continuous and clean discharge. The dewatering design memo prepared by Sanborn Head is attached for reference.

Construction Waste Management Plan:

C.E. Floyd Company, Inc. will manage all construction waste through a dedicated waste removal and disposal company. All Dumpsters will be for construction debris only and single use dumpsters will be used as required for materials such as steel or concrete. All dumpsters will be placed minimum distances from existing structures and will be regularly replaced when full. Dumpster permits will be pulled as required by the Town of Watertown Building Department.

Dust Control:

C.E. Floyd Company, Inc. will comply with the requirements of the project specifications to control the creation and spread of fugitive dust. Efforts will be made to control both the creation and spread of fugitive dust originating form soil excavation operations.

The spread of dust shall be monitored by a minimum of four continuously operating detectors which shall be located around the site as required. The detectors provide notifications when dust levels exceed the project specific action levels.

Measures to be employed to minimize the creation of and control the spread of fugitive dust on-site and off-site include the following:


1.	Excavate limited areas on a daily basis to avoid excessive stockpiling of soil material on site. Minimize open faces of excavations to reduce the working areas exposed to air.


2.	Export excess soil material from the site on a daily basis and minimize on-site stockpiles.


3.	Cover all on-site stockpiles on a daily basis with 20ml polyethylene. Maintain proper coverage of stockpiles as conditions warrant.


4.	Place plastic tarps over all trucks carrying excess soil material as they exit the site and remove lose debris and soil material from truck tires prior to leaving the site.


5.	Employ tire cleaning procedures to minimize the amount of soil tracked off site and clean soiled roadways with water and sweepers.


6.	Maintain a stockpile of dust mitigating products including chemical solids and water tanks.


7.	Apply water and or chemical dust suppressant agents to exposed soil on dry and windy days.


8.	Ensure that all diesel powered equipment meets the requirements of the MA Diesel Retrofit Program for particulate matter emissions. Ensure that all trucks have current inspection certificates. Maintain low speeds to minimize vehicle emissions. Prohibit the idling of diesel powered equipment during down times.

Tree Protection:

All existing trees to remain will be protected as indicated in the contract documents prepared by Stantec.

Weekly Coordination Meetings:

Weekly subcontractor and owner/architect/contractor meetings will be held to communicate, collaborate and maintain all aspects of the CMP as noted above in addition to coordinate further construction coordination details associated with the project.



			6



West Parking Garage	athena Arsenal, LLC

Document A201^TM–2007

General Conditions of the Contract for Construction

for the following PROJECT:

(Name and location or address)

THE OWNER:

(Name and address)

Athena Arsenal, LLC
311 Arsenal Street
Watertown, MA 02472

THE ARCHITECT:
(Name and address)
Walker Parking Consultants/Engineers, ific.
20 Park Plaza, Suite 1202
Boston, MA 02116

ADDITIONS AND DELETIONS:

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.



TABLE OF ARTICLES

1	GENERAL PROVISIONS

2	OWNER

3	CONTRACTOR

4	ARCHITECT

5	SUBCONTRACTORS

6	CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7	CHANGES IN THE WORK

8	TIME

9	PAYMENTS AND COMPLETION

10	PROTECTION OF PERSONS AND PROPERTY

11	INSURANCE AND BONDS

12	UNCOVERING AND CORRECTION OF WORK

13	MISCELLANEOUS PROVISIONS




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		1
Init. /	User Notes: athena - West Garage 12-01-16 (8)	(812660086)



West Parking Garage	athena Arsenal, LLC



14	TERMINATION OR SUSPENSION OF THE CONTRACT

15	CLAIMS AND DISPUTES



INDEX	Architect’s Additional Services and Expenses
(Numbers and Topics in Bold are Section Headings)	2.4.1,	11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4
	Architect’s Administration of the Contract
	3.1.3,	4.2, 3.7.4, 15.2, 9.4.1, 9.5
Acceptance of Nonconforming Work	Architect’s Approvals
9.6.6, 9.9.3, 12.3	2.4.1,	3.1.3, 3.5.1, 3.10.2, 4.2.7
Acceptance of Work	Architect’s Authority to Reject Work
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3	3.5.1,	4.2.6, 12.1.2, 12.2.1
Access to Work	Architect’s Copyright
3.16, 6.2.1, 12.1	1.1.7,	1.5
Accident Prevention	Architect’s Decisions
10	3.7.4,	4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14,
Acts and Omissions	6.3.1,	7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4.1, 9.5, 9.8.4,
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5,	9.9.1,	13.5.2, 15.2, 15.3
10.2.8, 13.4.2, 13.7.1, 14.1, 15.2	Architect’s Inspections
Addenda	3.7.4,	4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
1.1.1, 3.11.1	Architect’s Instructions
Additional Costs, Claims for	3.2.4,	3.3.1, 4.2.6, 4.2.7, 13.5.2
3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4	Architect’s Interpretations
Additional Inspections and Testing	4.2.11, 4.2.12
9.4.2, 9.8.3, 12.2.1, 13.5	Architect’s Project Representative
Additional Insured	4.2.10
11.1.4	Architect’s Relationship with Contractor
Additional Time, Claims for	1.1.2,	1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1,
3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5	3.7.4,	3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18,
Administration of the Contract	4.1.2,	4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5,
3.1.3, 4.2, 9.4, 9.5	9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5,
Advertisement or Invitation to Bid	15.2
1.1.1	Architect’s Relationship with Subcontractors
Aesthetic Effect	1.1.2,	4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3.7
4.2.13	Architect’s Representations
Allowances	9.4.2,	9.5.1, 9.10.1
3.8, 7.3.8	Architect’s Site Visits
All-risk Insurance	3.7.4,	4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		2
Init. /	User Notes: athena - West Garage 12-01-16 (8)	(812660086)



West Parking Garage	athena Arsenal, LLC



11.3.1, 11.3.1.1	Asbestos
Applications for Payment	10.3.1
4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.10,	Attorneys’ Fees
11.1.3	3.18.1, 9.10.2, 10.3.3
Approvals	Award of Separate Contracts
2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10,	6.1.1,	6.1.2
4.2.7, 9.3.2, 13.5.1	Award of Subcontracts and Other Contracts for
Arbitration	Portions of the Work
8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4	5.2
ARCHITECT	Basic Definitions
4	1.1
Architect, Definition of	Bidding Requirements
4.1.1	1.1.1,	5.2.1, 11.4.1
Architect, Extent of Authority	Binding Dispute Resolution
2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3.1, 7.1.2, 7.3.7, 7.4,	9.7.1,	11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1,
9.2.1, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1,	15.3.2, 15.4.1
12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1	Boiler and Machinery Insurance
Architect, Limitations of Authority and	11.3.2
Responsibility	Bonds, Lien
2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2,	7.3.7.4, 9.10.2, 9.10.3
4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4.1,	Bonds, Performance, and Payment
9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2	7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4



Building Permit	Completion, Substantial
3.7.1	4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,
Capitalization	12.2, 13.7
1.3	Compliance with Laws
Certificate of Substantial Completion	1.6.1, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4,
9.8.3, 9.8.4, 9.8.5	10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6,
Certificates for Payment	14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3
4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1,	Concealed or Unknown Conditions
9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.3	3.7.4, 4.2.8, 8.3.1, 10.3
Certificates of Inspection, Testing or Approval	Conditions of the Contract
13.5.4	1.1.1, 6.1.1, 6.1.4
Certificates of Insurance	Consent, Written
9.10.2, 11.1.3	3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1,
Change Orders	9.10.2, 9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2
1.1.1, 2.4.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8,	Consolidation or Joinder
5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.6, 7.3.9, 7.3.10,	15.4.4
8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9,	CONSTRUCTION BY OWNER OR BY
12.1.2, 15.1.3	SEPARATE CONTRACTORS
Change Orders, Definition of	1.1.4, 6
7.2.1	Construction Change Directive, Definition of
CHANGES IN THE WORK	7.3.1
2.2.1, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 7.4.1, 8.3.1,	Construction Change Directives




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		3
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9.3.1.1, 11.3.9	1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3,
Claims, Definition of	9.3.1.1
15.1.1	Construction Schedules, Contractor’s
CLAIMS AND DISPUTES	3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2
3.2.4, 6.1.1, 6.3.1, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15,	Contingent Assignment of Subcontracts
15.4	5.4, 14.2.2.2
Claims and Timely Assertion of Claims	Continuing Contract Performance
15.4.1	15.1.3
Claims for Additional Cost	Contract, Definition of
3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4	1.1.2
Claims for Additional Time	CONTRACT, TERMINATION OR
3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5	SUSPENSION OF THE
Concealed or Unknown Conditions, Claims for	5.4.1.1, 11.3.9, 14
3.7.4	Contract Administration
Claims for Damages	3.1.3, 4, 9.4, 9.5
3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,	Contract Award and Execution, Conditions Relating
11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6	to
Claims Subject to Arbitration	3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1
15.3.1, 15.4.1	Contract Documents, The
Cleaning Up	1.1.1
3.15, 6.3	Contract Documents, Copies Furnished and Use of
Commencement of the Work, Conditions Relating to	1.5.2, 2.2.5, 5.3
2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3,	Contract Documents, Definition of
6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1,	1.1.1
15.1.4	Contract Sum
Commencement of the Work, Definition of	3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4,
8.1.2	9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4,
Communications Facilitating Contract	15.2.5
Administration	Contract Sum, Definition of
3.9.1, 4.2.4	9.1
Completion, Conditions Relating to	Contract Time
3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1,	3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4,
9.10, 12.2, 13.7, 14.1.2	8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7.1, 10.3.2, 12.1.1, 14.3.2,
COMPLETION, PAYMENTS AND	15.1.5.1, 15.2.5
9




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		4
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Contract Time, Definition of	Cost, Definition of
8.1.1	7.3.7
CONTRACTOR	Costs
3	2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3,
Contractor, Definition of	7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6,
3.1, 6.1.2	11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14
Contractor’s Construction Schedules	Cutting and Patching
3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2	3.14, 6.2.5
Contractor’s Employees	Damage to Construction of Owner or Separate
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,	Contractors
11.1.1, 11.3.7, 14.1, 14.2.1.1,	3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3,
Contractor’s Liability Insurance	12.2.4
11.1	Damage to the Work
Contractor’s Relationship with Separate Contractors	3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4
and Owner’s Forces	Damages, Claims for
3.12.5, 3.14.2, 4.2.4, 6, 11.3.7, 12.1.2, 12.2.4	3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1,
Contractor’s Relationship with Subcontractors	11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6
1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,	Damages for Delay
11.3.1.2, 11.3.7, 11.3.8	6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
Contractor’s Relationship with the Architect	Date of Commencement of the Work, Definition of
1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1,	8.1.2
3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2,	Date of Substantial Completion, Definition of
6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6,	8.1.3
10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1	Day, Definition of
Contractor’s Representations	8.1.4
3.2.1, 3.2.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2	Decisions of the Architect
Contractor’s Responsibility for Those Performing the	3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3,
Work	7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4, 9.5.1, 9.8.4, 9.9.1,
3.3.2, 3.18, 5.3.1, 6.1.3, 6.2, 9.5.1, 10.2.8	13.5.2, 14.2.2, 14.2.4, 15.1, 15.2
Contractor’s Review of Contract Documents	Decisions to Withhold Certification
3.2	9.4.1, 9.5, 9.7, 14.1.1.3
Contractor’s Right to Stop the Work	Defective or Nonconforming Work, Acceptance,
9.7	Rejection and Correction of
Contractor’s Right to Terminate the Contract	2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6,
14.1, 15.1.6	9.8.2, 9.9.3, 9.10.4, 12.2.1
Contractor’s Submittals	Defective Work, Definition of
3.10, 3.11, 3.12.4, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2,	3.5.1
9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.4.2	Definitions
Contractor’s Superintendent	1.1, 2.1.1, 3.1.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1,
3.9, 10.2.6	15.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1
Contractor’s Supervision and Construction	Delays and Extensions of Time
Procedures	3.2., 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1,
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4,	10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5
7.1.3, 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3	Disputes
Contractual Liability Insurance	6.3.1, 7.3.9, 15.1, 15.2




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		5
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11.1.1.8, 11.2	Documents and Samples at the Site
Coordination and Correlation	3.11
1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1	Drawings, Definition of
Copies Furnished of Drawings and Specifications	1.1.5
1.5, 2.2.5, 3.11	Drawings and Specifications, Use and Ownership of
Copyrights	3.11
1.5, 3.17	Effective Date of Insurance
Correction of Work	8.2.2, 11.1.2
2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2	Emergencies
Correlation and Intent of the Contract Documents	10.4, 14.1.1.2, 15.1.4
1.2



Employees, Contractor’s	Instructions to the Contractor
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,	3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.5.2
10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1	Instruments of Service, Definition of
Equipment, Labor, Materials or	1.1.7
1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13.1,	Insurance
3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3,	3.18.1, 6.1.1, 7.3.7, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 11
9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2	Insurance, Boiler and Machinery
Execution and Progress of the Work	11.3.2
1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5.1,	Insurance, Contractor’s Liability
3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.5, 8.2,	11.1
9.5.1, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3	Insurance, Effective Date of
Extensions of Time	8.2.2, 11.1.2
3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1,	Insurance, Loss of Use
10.3.2, 10.4.1, 14.3, 15.1.5, 15.2.5	11.3.3
Failure of Payment	Insurance, Owner’s Liability
9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2	11.2
Faulty Work	Insurance, Property
(See Defective or Nonconforming Work)	10.2.5, 11.3
Final Completion and Final Payment	Insurance, Stored Materials
4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5,	9.3.2, 11.4.1.4
12.3.1, 14.2.4, 14.4.3	INSURANCE AND BONDS
Financial Arrangements, Owner’s	11
2.2.1, 13.2.2, 14.1.1.4	Insurance Companies, Consent to Partial Occupancy
Fire and Extended Coverage Insurance	9.9.1, 11.4.1.5
11.3.1.1	Insurance Companies, Settlement with
GENERAL PROVISIONS	11.4.10
1	Intent of the Contract Documents
Governing Law	1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
13.1	Interest
Guarantees (See Warranty)	13.6
Hazardous Materials	Interpretation
10.2.4, 10.3	1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1
Identification of Subcontractors and Suppliers	Interpretations, Written
5.2.1	4.2.11, 4.2.12, 15.1.4
Indemnification	Judgment on Final Award
3.17.1, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2,	15.4.2




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		6
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11.3.7	Labor and Materials, Equipment
Information and Services Required of the Owner	1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5,	4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3,
9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1,	9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2
13.5.2, 14.1.1.4, 14.1.4, 15.1.3	Labor Disputes
Initial Decision	8.3.1
15.2	Laws and Regulations
Initial Decision Maker, Definition of	1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13.1, 4.1.1, 9.6.4, 9.9.1,
1.1.8	10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2,
Initial Decision Maker, Decisions	13.6.1, 14, 15.2.8, 15.4
14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5	Liens
Initial Decision Maker, Extent of Authority	2.1.2, 9.3.3, 9.10.2, 9.10.4, 15.2.8
14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4,	Limitations, Statutes of
15.2.5	12.2.5, 13.7, 15.4.1.1
Injury or Damage to Person or Property	Limitations of Liability
10.2.8, 10.4.1	2.3.1, 3.2.2, 3.5.1, 3.12.10, 3.17.1, 3.18.1, 4.2.6,
Inspections	4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3,
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3,	11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2
9.9.2, 9.10.1, 12.2.1, 13.5	Limitations of Time
Instructions to Bidders	2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7,
1.1.1	5.2, 5.3.1, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2.1, 9.3.1,



9.3.3, 9.4.1, 9.5, 9.6, 9.7.1, 9.8, 9.9, 9.10, 11.1.3,	OWNER
11.3.1.5, 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15	2
Loss of Use Insurance	Owner, Definition of
11.3.3	2.1.1
Material Suppliers	Owner, Information and Services Required of the
1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5	2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2,
Materials, Hazardous	9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.3, 13.5.1,
10.2.4, 10.3	13.5.2, 14.1.1.4, 14.1.4, 15.1.3
Materials, Labor, Equipment and	Owner’s Authority
1.1.3, 1.1.6, 1.5.1, 3.4.1, 3.5.1, 3.8.2, 3.8.3, 3.12,	1.5, 2.1.1, 2.3.1, 2.4.1, 3.4.2, 3.8.1, 3.12.10, 3.14.2,
3.13.1, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2,	4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3.1,
9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1,	7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4,
14.2.1.2	9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2,
Means, Methods, Techniques, Sequences and	12.3.1, 13.2.2, 14.3, 14.4, 15.2.7
Procedures of Construction	Owner’s Financial Capability
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2	2.2.1, 13.2.2, 14.1.1.4
Mechanic’s Lien	Owner’s Liability Insurance
2.1.2, 15.2.8	11.2
Mediation	Owner’s Loss of Use Insurance
8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3,	11.3.3
15.4.1	Owner’s Relationship with Subcontractors
Minor Changes in the Work	1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
1.1.1, 3.12.8, 4.2.8, 7.1, 7.4	Owner’s Right to Carry Out the Work
MISCELLANEOUS PROVISIONS	2.4, 14.2.2
13	Owner’s Right to Clean Up
Modifications, Definition of	6.3




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		7
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1.1.1	Owner’s Right to Perform Construction and to
Modifications to the Contract	Award Separate Contracts
1.1.1, 1.1.2, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7.1,	6.1
10.3.2, 11.3.1	Owner’s Right to Stop the Work
Mutual Responsibility	2.3
6.2	Owner’s Right to Suspend the Work
Nonconforming Work, Acceptance of	14.3
9.6.6, 9.9.3, 12.3	Owner’s Right to Terminate the Contract
Nonconforming Work, Rejection and Correction of	14.2
2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3,	Ownership and Use of Drawings, Specifications
9.10.4, 12.2.1	and Other Instruments of Service
Notice	1.1.1, 1.1.6, 1.1.7, 1.5, 2.2.5, 3.2.2, 3.11.1, 3.17.1,
2.2.1, 2.3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1,	4.2.12, 5.3.1
9.7.1, 9.10, 10.2.2, 11.1.3, 11.4.6, 12.2.2.1, 13.3,	Partial Occupancy or Use
13.5.1, 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1	9.6.6, 9.9, 11.3.1.5
Notice, Written	Patching, Cutting and
2.3.1, 2.4.1, 3.3.1, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 9.7.1,	3.14, 6.2.5
9.10, 10.2.2, 10.3, 11.1.3, 11.3.6, 12.2.2.1, 13.3, 14,	Patents
15.2.8, 15.4.1	3.17
Notice of Claims	Payment, Applications for
3.7.4, 4.5, 10.2.8, 15.1.2, 15.4	4.2.5, 7.3.9, 9.2.1, 9.3, 9.4, 9.5, 9.6.3, 9.7.1, 9.8.5,
Notice of Testing and Inspections	9.10.1, 14.2.3, 14.2.4, 14.4.3
13.5.1, 13.5.2	Payment, Certificates for
Observations, Contractor’s	4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,
3.2, 3.7.4	9.10.3, 13.7, 14.1.1.3, 14.2.4
Occupancy	Payment, Failure of
2.2.2, 9.6.6, 9.8, 11.3.1.5	9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2
Orders, Written	Payment, Final
1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1,	4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5,
13.5.2, 14.3.1	12.3.1, 13.7, 14.2.4, 14.4.3




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		8
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Payment Bond, Performance Bond and	Review of Contractor’s Submittals by Owner and
7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4	Architect
Payments, Progress	3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3	Review of Shop Drawings, Product Data and
PAYMENTS AND COMPLETION	Samples by Contractor
9	3.12
Payments to Subcontractors	Rights and Remedies
5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,	1.1.2, 2.3, 2.4, 3.5.1, 3.7.4, 3.15.2, 4.2.6, 4.5, 5.3, 5.4,
14.2.1.2	6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2,
PCB	12.2.4, 13.4, 14, 15.4
10.3.1	Royalties, Patents and Copyrights
Performance Bond and Payment Bond	3.17
7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4	Rules and Notices for Arbitration
Permits, Fees, Notices and Compliance with Laws	15.4.1
2.2.2, 3.7, 3.13, 7.3.7.4, 10.2.2	Safety of Persons and Property
PERSONS AND PROPERTY, PROTECTION	10.2, 10.4
OF	Safety Precautions and Programs
10	3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4
Polychlorinated Biphenyl	Samples, Definition of
10.3.1	3.12.3
Product Data, Definition of	Samples, Shop Drawings, Product Data and
3.12.2	3.11, 3.12, 4.2.7
Product Data and Samples, Shop Drawings	Samples at the Site, Documents and
3.11, 3.12, 4.2.7	3.11
Progress and Completion	Schedule of Values
4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3	9.2, 9.3.1
Progress Payments	Schedules, Construction
9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3	3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.5.2
Project, Definition of the	Separate Contracts and Contractors
1.1.4	1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 11.4.7,
Project Representatives	12.1.2
4.2.10	Shop Drawings, Definition of
Property Insurance	3.12.1
10.2.5, 11.3	Shop Drawings, Product Data and Samples
PROTECTION OF PERSONS AND PROPERTY	3.11, 3.12, 4.2.7
10	Site, Use of
Regulations and Laws	3.13, 6.1.1, 6.2.1
1.5, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 9.9.1,	Site Inspections
10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14,	3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.4.2, 9.10.1, 13.5
15.2.8, 15.4	Site Visits, Architect’s
Rejection of Work	3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
3.5.1, 4.2.6, 12.2.1	Special Inspections and Testing
Releases and Waivers of Liens	4.2.6, 12.2.1, 13.5
9.10.2	Specifications, Definition of the
Representations	1.1.6
3.2.1, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1,	Specifications, The
9.8.2, 9.10.1	1.1.1, 1.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14
Representatives	Statute of Limitations




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		9
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2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.2, 4.2.10, 5.1.1,	13.7, 15.4.1.1
5.1.2, 13.2.1	Stopping the Work
Responsibility for Those Performing the Work	2.3, 9.7, 10.3, 14.1
3.3.2, 3.18, 4.2.3, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10	Stored Materials
Retainage	6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4
9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3	Subcontractor, Definition of
Review of Contract Documents and Field	5.1.1
Conditions by Contractor	SUBCONTRACTORS
3.2, 3.12.7, 6.1.3	5



Subcontractors, Work by	Termination of the Contractor
1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2,	14.2.2
9.6.7	TERMINATION OR SUSPENSION OF THE
Subcontractual Relations	CONTRACT
5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 11.4.7, 11.4.8,	14
14.1, 14.2.1	Tests and Inspections
Submittals	3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,
3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.7, 9.2, 9.3,	9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5
9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3	TIME
Submittal Schedule	8
3.10.2, 3.12.5, 4.2.7	Time, Delays and Extensions of
Subrogation, Waivers of	3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1,
6.1.1, 11.4.5, 11.3.7	10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5
Substantial Completion	Time Limits
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,	2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2,
12.2, 13.7	4.4, 4.5, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1,
Substantial Completion, Definition of	9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3,
9.8.1	11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14, 15.1.2,
Substitution of Subcontractors	15.4
5.2.3, 5.2.4	Time Limits on Claims
Substitution of Architect	3.7.4, 10.2.8, 13.7, 15.1.2
4.1.3	Title to Work
Substitutions of Materials	9.3.2, 9.3.3
3.4.2, 3.5.1, 7.3.8	Transmission of Data in Digital Form
Sub-subcontractor, Definition of	1.6
5.1.2	UNCOVERING AND CORRECTION OF
Subsurface Conditions	WORK
3.7.4	12
Successors and Assigns	Uncovering of Work
13.2	12.1
Superintendent	Unforeseen Conditions, Concealed or Unknown
3.9, 10.2.6	3.7.4, 8.3.1, 10.3
Supervision and Construction Procedures	Unit Prices
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4,	7.3.3.2, 7.3.4
7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3	Use of Documents
Surety	1.1.1, 1.5, 2.2.5, 3.12.6, 5.3
5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7	Use of Site




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		10
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Surety, Consent of	3.13, 6.1.1, 6.2.1
9.10.2, 9.10.3	Values, Schedule of
Surveys	9.2, 9.3.1
2.2.3	Waiver	of Claims by the Architect
Suspension by the Owner for Convenience	13.4.2
14.3	Waiver	of Claims by the Contractor
Suspension of the Work	9.10.5, 11.4.7, 13.4.2, 15.1.6
5.4.2, 14.3	Waiver	of Claims by the Owner
Suspension or Termination of the Contract	9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1,
5.4.1.1, 11.4.9, 14	13.4.2, 14.2.4, 15.1.6
Taxes	Waiver of Consequential Damages
3.6, 3.8.2.1, 7.3.7.4	14.2.4, 15.1.6
Termination by the Contractor	Waiver	of Liens
14.1, 15.1.6	9.10.2, 9.10.4
Termination by the Owner for Cause	Waivers of Subrogation
5.4.1.1, 14.2, 15.1.6	6.1.1, 11.4.5, 11.3.7
Termination by the Owner for Convenience	Warranty
14.4	3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1
Termination of the Architect	Weather Delays
4.1.3	15.1.5.2



Work, Definition of	Written Notice
1.1.3	2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 5.2.1, 8.2.2, 9.7,
Written Consent	9.10, 10.2.2, 10.3, 11.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3,
1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5,	14, 15.4.1
9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2	Written Orders
Written Interpretations	1.1.1, 2.3, 3.9, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2,
4.2.11, 4.2.12	14.3.1, 15.1.2




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		11
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ARTICLE I GENERAL PROVISIONS
§ 1.1 BASIC DEFINITIONS
§ 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of Addenda relating to bidding requirements.

§ 1.1.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and a Subcontractor or a Sub-subcontractor, (3) between the Owner and the Architect or the Architect’s consultants or (4) between any persons or entities other than the Owner and the Contractor.

§ 1.1.3 THE WORK

The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project.

§ 1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors.

§ 1.1.5 THE DRAWINGS
The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

§ 1.1.6 THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

§ 1.1.7 INSTRUMENTS OF SERVICE
Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials.

§ 1.1.8 INITIAL DECISION MAKER
The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2.

§ 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
§ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		12
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Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		13
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§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

§ 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. The words "Contract Sum and Guaranteed Maximum Price" are substituted throughout these General Conditions for the words "Contract Sum," and any reference to costs to be borne by the Contractor (or Work to be carried out at the Contractor’s expense) shall be interpreted as stating that there shall be no adjustment of the Guaranteed Maximum Price as a result of such costs, and the Contractor shall be entitled to reimbursement from the Owner on account of such costs only if and to the extent provided in the Agreement.

§ 1.2.4 In the event of conflicts or discrepancies among the Contract Documents, the Contract Documents shall be interpreted on the basis of the following priorities:



First	Modifications and Addenda to the Agreement, with those of later date having precedence over those of earlier date.
Second	Agreement.
Third	General Conditions of the Contract.
Fourth	Addenda to Specifications and Drawings, with those of later date having precedence over those of earlier date.
Fifth	Specifications and Drawings.

Larger scale drawings shall take precedence over smaller scale drawings. Should the Drawings or the

Specifications disagree in themselves, the Drawings shall control as to location and quantity and the Specifications shall control as to quality, unless otherwise directed by a written addendum to the Contract. In the event of inconsistencies within or between the Contract Documents, or between the Contract Documents and applicable standards, codes, and ordinances, then, unless otherwise directed by written addendum to the Contract, the Contractor shall (i) provide the better quality or greater quantity of Work, or (ii) comply with the more stringent requirement; either or both in accordance with the Architect’s interpretation. The terms and conditions of this Section 1.2.4, however, shall not relieve the Contractor of any of the obligations set forth in Sections 3.2 and 3.7.

§ 1.3 CAPITALIZATION
Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents published by the American Institute of Architects.

§ 1.4 INTERPRETATION
In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement.

§ 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
§ 1.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights.

§ 1.5.2 The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect’s consultants.

§ 1.6 TRANSMISSION OF DATA IN DIGITAL FORM

If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		14
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ARTICLE 2 OWNER
§ 2.1 GENERAL

§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have authority to act on behalf of or bind the Owner. The term "Owner" means the Owner or the Owner’s authorized representative.

§ 2.1.2 The Owner, upon reasonable written request, shall furnish to the Contractor in writing a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein.

§ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER

§ 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; or (2) a change in the Work materially changes the Contract Sum. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change.

§ 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner with the Contractor’s cooperation where reasonably requested, shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

§ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work, except to the extent the Contractor knows of or detects any inaccuracy or omission therein.

§ 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services.

§ 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor access to the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. The Contractor’s on-line project information system will serve as the primary and central location for document management and project administration. As documents are finalized, the Contractor shall upload final documents to the Owner’s website.

§ 2.3 OWNER’S RIGHT TO STOP THE WORK

If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3.

§ 2.4 OWNER’S RIGHT TO CARRY OUT THE WORK

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the actual cost to the Owner of correcting such deficiencies, as well as other expenses including but not limited to the cost of the Architect’s additional services made necessary by such




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		15
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default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.

ARTICLE 3 CONTRACTOR
§ 3.1 GENERAL

§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor’s authorized representative.

§ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.

§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect or the Owner’s representatives in their administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor.

§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

§ 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with the site specific conditions and constraints as well as local and state regulatory requirements affecting the site under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. The Contractor has evaluated and satisfied itself as to the conditions and limitations under which the Work is to be performed, including, without limitation (1) the location, condition, layout and physical conditions of the Project site and surrounding areas, (2) generally prevailing climatic conditions, (3) anticipated labor supply and costs, (4) availability and cost of materials, tools and equipment, (5) parking, traffic and logistics, and (6) other similar issues. The Contractor recognizes that the Project site is located adjacent to other facilities of the Owner that are occupied and in use during the period of construction, and the Contractor shall cooperate with the Owner and perform its Work hereunder in such a manner and at such times so as to minimize the interference with any such adjacent operations.

§ 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect and the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents.

§ 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect and the Owner any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require.

§ 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect or the Owner issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3 or 3.2.5, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3 or 3.2.5, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, unless the Contractor recognized such errors, inconsistencies or omissions and knowingly failed to report it to the Architect.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		16
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§3.2.5 The Contractor shall give the Architect notice of any additional Drawings, Specifications, or instructions required to define the Work in greater detail, or to permit the proper progress of the Work. Requests for such information shall be made by the Contractor sufficiently in advance of the time such information is needed by the Contractor so as to permit the Architect a reasonable time for responding to such requests without delaying the progress of the Work.

§ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

§ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means, methods, techniques, sequences or procedures.

§ 3.3.2 The Contractor shall be responsible to the Owner for the coordination of, and for the acts and omissions of, the Contractor’s employees, Subcontractors, suppliers and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors or suppliers.

§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

§3.3.4 The Contractor shall arrange for and attend weekly job meetings with the Owner and the Architect and such other persons as the Architect or Owner may from time to time wish to have present. Unless otherwise directed by the Owner, the Contractor shall prepare and promptly distribute minutes of each job meeting. The Contractor shall be represented by a principal, project manager, general superintendent or other authorized main office representative, as well as by the Contractor’s own superintendent. An authorized representative of any Subcontractor or sub-subcontractor shall attend such meetings if the representative’s presence is required by the Owner or the Architect.

§3.3.5 The key members of the Contractor’s staff shall be persons agreed upon with the Owner as identified in this Section. Such key members of the Contractor’s staff shall not be changed without the written consent of the Owner, unless such person becomes unable to perform his or her duties due to death, disability or termination of employment, or unless the Owner requests removal. If a key member is no longer capable of performing in the capacity described, or is removed by the Owner, the Owner and the Contractor shall agree on a mutually acceptable substitute. The Contractor’s Key Personnel are: Peter Doucet – Project Manager; Norm Fournier -Project Executive; Chris Aguiar -Project Superintendent.

§ 3.3.6 The Contractor shall be responsible for properly laying out the Work, and shall do all work required to establish elevations, grades and lines, and shall be responsible for maintaining bench marks and other survey marks and controls and shall replace any bench marks, survey marks or controls which have been disturbed or destroyed. The Contractor shall compare all grades, lines, levels and dimensions as shown on the Drawings with actual site conditions and promptly report to the Owner and Architect, before commencing with the Work or relevant portion thereof, any inconsistencies the Contractor may discover.

§ 3.3.7 The Contractor shall retain a competent registered professional engineer or registered land surveyor, acceptable to the Owner and the Architect, who shall establish the exterior lines and required elevations of all buildings and structures to be erected on the site and shall establish sufficient lines and grades for the construction of associated Work such as, but not limited to, roads, utilities and site grading. The engineer or land surveyor shall certify as to the actual location of all constructed facilities in relation to property lines, building lines, easements, and other restrictive boundaries.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		17
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§ 3.3.8 The Contractor shall provide a monthly written report to the Owner and Architect on the progress of the entire Work, such report to be in form and content acceptable to the Owner. Such report shall include at least the following: (i) updated project schedules(s) including narrative and critical path analysis with identification of any changes in activities from the previous month; (ii) cost report and update of project budget including cost to date, no later than two weeks after the final Application for Payment for each month; (iii) summary/status of buyout and procurement; (iv) update of the submittal schedule (see Section 3.10.2) with status; (v) status of, including a summary of the resolution of, all claims or disputes resolved with respect to, Requests for Information, Construction Change Directives, Contractor Change Requests and Change Orders; and (vi) such other information as may be requested by the Owner. All logs and materials relied upon by the Contractor to prepare the monthly reports required by this Section 3.3.8 shall be available to the Owner and Architect for review at each weekly project meeting and at any other times upon request.

§ 3.4 LABOR AND MATERIALS

§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

§ 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections

3.12.8 or 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. Unless otherwise provided in the Change Order, any additional cost, loss or damage arising from the substitution or proposed substitution of any material, equipment or method for that originally specified (including but not limited to any fees for additional services charged by the Architect in connection with the evaluation of a proposed substitution, whether or not such substitution is approved by the Owner), shall be borne by the Contractor and funded within the GMP, including, without limitation, costs of changes to other elements of the Work to accommodate a substitution and costs of modifying design documents and other additional design fees, notwithstanding approval or acceptance of such substitution by the Owner or the Architect, unless such substitution was made at the written request or direction of the Owner or the Architect. If any approved substitution results in a cost savings, these shall be delivered to the GMP.

§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. The Contractor and its Subcontractors shall adhere to rules, procedures and policies of the Owner governing the conduct of personnel at the Project site and on the Owner’s campus. Such rules, procedures and policies may include, but are not limited to, badging, security, site access, traffic control, parking and other rules of conduct. The Contractor shall ensure that its employees, agents, representatives, and Subcontractors of every tier shall comply with such rules and regulations as may be promulgated or revised from time to time by the Owner.

§ 3.4.4 The Contractor and all Subcontractors shall make all reasonably foreseeable provisions necessary to avoid any disputes with labor unions and shall be responsible, at no cost to the Owner, for any delays, damages or extra costs incurred as a result of such disputes. The Contractor shall be responsible for the maintenance of labor relations among its employees and the employees of its Subcontractors on this Contract in such manner as will provide for harmony as far as practical among workers at the Project site. Prior to contracting with any Subcontractor, the Contractor will require such Subcontractor to certify its willingness to cooperate with not only the other Subcontractors hired by the Contractor, but also with the Owner, any other contractors hired by the Owner, and their subcontractors. Any Subcontractor not cooperating shall, upon the Owner’s reasonable request, be dismissed by the Contractor and a replacement subcontractor shall be hired with no increase in the GMP.

§ 3.5 WARRANTY

§ 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality, new and of recent manufacture unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be of good quality, free from faults and defects, except for those inherent in the quality of the Work the Contract Documents expressly require or permit. Work, materials, or equipment not conforming to these




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		18
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requirements shall be considered defective and shall be promptly repaired or replaced. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect or the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

§ 3.5.2 The Contractor shall procure and deliver to the Architect, no later than the date that Final Completion is certified, all special warranties required by the Contract Documents. Delivery by the Contractor shall constitute the Contractor’s guarantee to the Owner (but only during Contractor’s standard warranty period) that the warranty will be performed in accordance with its terms and conditions.

§ 3.6 TAXES

§ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.! !

§ 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS

§ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. At the request of the Owner, Contractor shall submit to the Owner, for its review, copies of building or other permit applications before such applications are submitted to the applicable legal authority.

§ 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work.

§ 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.

§ 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or other information provided to Contractor, or observed by the Contractor prior to execution of the GMP Amendment, or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide written notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner or the Architect will promptly investigate such conditions and, if the Architect or the Owner determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect or the Owner determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor in writing, stating the reasons. If either party disputes the Architect’s or Owner’s determination or recommendation, that party may proceed as provided in Article 15.

§ 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15.

§ 3.7.6 The Contractor shall be responsible for familiarizing itself and complying with the regulatory requirements governing the disposal of materials, including materials containing pollutants, from the site.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		19
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§ 3.8 ALLOWANCES

§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection.

§ 3.8.2 Unless otherwise provided in the Contract Documents,


.1	allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;


.2	Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and

whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order provided that costs that are more than the specified allowance shall be permitted only with the consent of the Owner. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2.

§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness.

§ 3.9 SUPERINTENDENT

§ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site at all times during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor.

§ 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection.

§ 3.9.3 The Contractor’s superintendent shall keep a daily log of the progress of the Work, which shall be posted on the on-line project information system or otherwise made available to the Owner’s representatives at all times. The daily log shall include a listing of manpower on site by Subcontractor, weather conditions, the names and purpose of all visitors to the site, work in progress and work accomplished, problems encountered and such other information as requested by the Owner.

§ 3.9.4 The Contractor shall furnish to both the Owner and the Architect the names, email addresses and telephone numbers of the project manager, superintendent, the superintendent’s immediate supervisor, and at least two other of the Contractor’s and each Subcontractor’s authorized representatives indicating where they can be contacted at times other than normal working hours in the case of an emergency. This information may be posted on the on-line project information system.

§ 3.10 CONTRACTOR’S CONSTRUCTION SCHEDULES

§ 3.10.1 The Contractor, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. The construction schedule shall be in a detailed format acceptable to the Owner and shall: (1) provide a graphic representation of material activities and events that will occur during performance of the Work; (2) identify each phase of construction; (3) identify key dates for Owner-provided information and materials, and (4) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents. The Construction Schedule attached to the GMP Amendment is the approved baseline Construction Schedule. Monthly updates of the Construction Schedule in form acceptable to the Owner shall be submitted with the Contractor’s monthly Report. The Construction Schedule may be adjusted pursuant to Section 8.3 below.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		20
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§ 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, including a Shop Drawing schedule, Sample schedule, and Product Data schedule and shall submit the schedule(s) for the Owner’s and the Architect’s approval. The Architect’s approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. The schedules shall be subject to change in accordance with the progress of Work, subject to the Architect’s approval.

§ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent Construction Schedule approved by the Owner.

§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE

The Contractor shall maintain at the site (and electronically) for the Owner one copy of the Drawings,

Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, (the "As-Built Documents") and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. The Contractor shall provide As-Built Documents in CAD as set forth in the Contractor’s Assumptions and Qualifications included in Exhibit C to the Agreement. The mark-ups to the As-Built Documents shall consist of record information including: (i) deviations from the Drawings made during construction; (ii) details in the Work not previously shown; (iii) changes to existing conditions or existing conditions found to differ from those shown on the Drawings; (iv) the actual installed position of equipment, piping, conduits, light switches, electric fixtures, circuiting, ducts, dampers, access panels, control valves, drains, openings, and stub-outs; (v) the coordinates and elevations of all subsurface utilities installed or encountered by the Contractor which are not indicated in the Contract Documents and the inverts and rim elevations of utility structures installed by the Contractor; (vi) the actual installed locations of concealed elements of the foundation; (vii) all approved revisions to structural details which differ from the approved Shop Drawings; and (viii) such other information as the Owner or the Architect may reasonably request. Upon completion of the Work, the Contractor shall deliver to the Architect and the Owner final As-Built Documents in electronic format. Such delivery shall constitute the Contractor’s certification that the As-Built Documents are complete and accurate. Approval by the Architect and the Owner of As-Built Documents prepared by the Contractor and its Subcontractors and suppliers shall be a condition precedent to the Owner’s obligation to make final payment to the Contractor. Without limitation, the Contractor shall also maintain all approved permit drawings in a manner so as to make them accessible to inspectors and other authorized agencies. All such approved permit drawings shall be wrapped, marked, and delivered to the Owner within sixty (60) days of final completion of the Work.

§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data, specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.

§ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

§ 3.12.3 Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

§ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action.

§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		21
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schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors.

§ 3.12.6 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents.

§ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect.

§ 3.12.8 The Work shall be in accordance with submittals that have been reviewed and accepted by the Architect except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect’s review and acceptance of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and (1) the Architect has reviewed and not objected to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect’s review thereof.

§ 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such written notice, the Architect’s approval of a resubmission shall not apply to such revisions.

§ 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all material performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor all material performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, accept, reject or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents.

§ 3.13 USE OF SITE

The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. Any Work required beyond designated site limits shall be scheduled and performed in such a manner as to cause a minimum of inconvenience or disturbance to or interference with the normal operations and activities of the Owner, abutters and the public. Rules, requirements and protocols for the protection of ongoing operations which apply to Work performed on the site shall also apply to Work performed off of the site. The Contractor shall obtain the Owner’s prior approval and all necessary approvals from public authorities and utility companies for such operations (if approvals or permissions from abutters are needed, the Contractor shall notify the Owner and shall assist the Owner in obtaining such approvals or permissions), prosecute such operations expeditiously and restore the affected area to its original condition immediately upon




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		22
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completion of such operations, unless otherwise specified in the Contract Documents. All such approvals from third parties must be satisfactory to the Owner. Any shutdown of utilities must be coordinated with the Owner in advance to minimize inconvenience to the Owner and any affected abutters. All existing walkways, roadways, and other paved or landscaped areas over which temporary driveways or walkways are established shall be restored to their original condition immediately upon completion of the related phases or portions of the Work, unless otherwise specified in the Contract Documents.

§ 3.14 CUTTING AND PATCHING

§ 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents.

§ 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor’s consent to cutting or otherwise altering the Work. Existing work that is cut, damaged, disturbed or otherwise interfered with by the Contractor, a Subcontractor, or anyone for whom they are responsible shall be fully, properly and carefully repaired by the responsible Contractor or Subcontractor and the cost of such repair shall not be included in the Cost of the Work except to the extent included in accordance with this Agreement. All such repairs shall be completed in a first-class manner to the satisfaction of the Architect, and shall match similar existing adjoining work.

§ 3.15 CLEANING UP

§ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials from and about the Project.

§ 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Contractor.

§ 3.16 ACCESS TO WORK

The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located.

§ 3.17 ROYALTIES, PATENTS AND COPYRIGHTS

The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Owner and the Architect.

§ 3.18 INDEMNIFICATION

§ 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify defend, protect, and hold harmless the Owner, the parties identified as Additional Insureds in Section 11.1 below, the Architect, their respective officers, current and former trustees and directors, members of their governing board, representatives, agents, including Owner’s Project Manager, consultants, and employees and anyone else acting for or on their behalf of any of them (collectively, the "Indemnitees") from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from (a) performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, sub-subcontractors, suppliers, materialmen, anyone directly or indirectly employed by any of them or




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		23
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anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder, (b) the failure of the Contractor or those acting under it to conduct the Work in accordance with the laws, statutes, ordinances, and regulations of any governmental authority, or (c) the failure by Contractor or its Subcontractors, or sub-subcontractors to make any payments when due. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18.

§ 3.18.2 In claims against any Indemnitee by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts.

§ 3.18.3 Each Subcontract shall contain an indemnification in favor of the Indemnitees and the Contractor, which indemnification shall be in substantially the form as this Section 3.18 and, to the extent governed by M.G.L. c. 149, s.29C limited to acts and omissions of the Subcontractor.

§ 3.18.4 Any sum or sums chargeable to the Contractor under this Section may, at the election of the Owner, be deducted from any payments otherwise due or to become due to the Contractor under this Agreement, or the Owner may sue the Contractor and recover damages therefor.

§ 3.19 LIENS

§ 3.19.1 In the event that any Subcontractor, supplier or any other party for whom the Contractor is responsible establishes a lien against the Project and/or the Project site, and the Owner has, with respect to such Subcontractor, supplier, or other party, fulfilled its obligations for payment, the Contractor shall, within ten days of receipt of notice from the Owner regarding such lien, cause the lien to be discharged (either by obtaining and recording a lien discharge bond from a surety and in a form acceptable to the Owner or otherwise) at no cost to the Owner. If the Contractor fails to cause the lien to be discharged within such ten day period, the Owner shall have the right to withhold from the next progress payment or any other sum payable to the Contractor, an amount equal to one hundred percent of the amount of such lien. The Owner may either (a) apply amounts so withheld to discharging such lien or (b) retain such amounts until such lien is discharged or released by the Contractor or the lienor, and shall thereafter credit to the Contractor any amounts remaining after payment of the fees and expenses the Owner incurs in connection with such lien. The Contractor agrees to indemnify and hold harmless the Owner from all costs and expenses incurred by the Owner in connection with such liens. For purposes of this Section 3.19, the term "lien" shall mean any instrument filed with the applicable Registry of Deeds and/or Registry District of the Land Court which creates or perfects a lien under M.G.L. ch. 254 (e.g., the filing of a Statement of Account following the filing of a Notice of Contract); provided, however, that the filing of a Notice of Contract by the Contractor under Section 2 of M.G.L. c.254 alone shall not be deemed to create a lien hereunder, provided the Contractor submits, with each Application for Payment, a properly completed and signed Partial Waiver and Subordination of Lien in the form contained in M.G.L. c.254, § 32.

ARTICLE 4 ARCHITECT

§ 4.1 GENERAL

§ 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. Any reference to Architect in this agreement is Walker Parking Consultants/Engineers, Inc.

§ 4.1.2 [Intentionally Omitted]

§ 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect and whose status under the Contract Documents shall be that of the Architect.

§ 4.2 ADMINISTRATION OF THE CONTRACT

§ 4.2.1 The Architect, along with one or more Owner’s representatives, will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction until the date the




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		24
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Architect issues the final Certificate For Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents.

§ 4.2.2 The Architect and other representatives of the Owner will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, neither the Architect nor the Owner’s representatives will be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. Neither the Architect nor the Owner’s representatives will have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1.

§ 4.2.3 On the basis of the site visits, the Architect and other Owner’s representatives will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. Neither the Architect nor any other representatives of the Owner will be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. Neither the Architect nor any other representatives of the Owner will have control over or charge of, nor be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work.

§ 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION

The Owner and the Contractor may communicate with each other about matters arising out of or relating to the Contract and the Owner and the Contractor shall endeavor to inform the Architect of any such direct communications to the extent such communications are relevant to the performance by the Architect of the Architect’s services. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor.

Communications by and with separate contractors shall be through the Owner.

§ 4.2.5 Based on the Architect’s and the Owner’s representative’s evaluations of the Contractor’s Applications for Payment, the Architect and the Owner’s representative will review, and the Architect will certify, the amounts due the Contractor and will issue Certificates for Payment in such amounts.

§ 4.2.6 The Architect has authority (with the approval of the Owner) to reject Work that does not conform to the Contract Documents or approved submittals. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work.

§ 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review. If the Architect requires additional time for review of submittals beyond the time indicated in the approved submittal schedule, the Architect shall notify the Contractor, indicating the reasonable additional time anticipated for completion of such review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Architect’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. If, through no fault of the Architect, the




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		25
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Architect is required to review Shop Drawings or other submittals more than two (2) times, the Contractor shall be responsible for any additional fees charged to the Owner by the Architect on account of such additional submittal review, provided that if the need for any such additional review is through no fault of the Contractor or any of its Subcontractors or suppliers, then the Contractor shall not be responsible for any such additional fees.

§ 4.2.8 The Architect or the Contractor, as directed by the Owner, will prepare Change Orders and Construction Change Directives, and the Architect may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section

3.7.4.

§ 4.2.9 The Architect and the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion. The Architect will issue Certificates of Substantial Completion pursuant to Section 9.8. The Architect or the Owner’s representative will receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and the Architect will issue a final Certificate for Payment pursuant to Section 9.10.

§ 4.2.10 If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect’s responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents.

§ 4.2.11 The Architect will interpret and initially decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.

§ 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith.

§ 4.2.13 The Architect’s decisions on matters relating to aesthetic effect as between the Architect and the Contractor will be final if consistent with the intent expressed in the Contract Documents.

§ 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information.

ARTICLE 5 SUBCONTRACTORS

§ 5.1 DEFINITIONS

§ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor.

§ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor.

§ 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK

§ 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the Architect has reasonable objection to any such proposed person or




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		26
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entity or (2) that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 14 day period shall constitute notice of no reasonable objection.

§ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection.

§ 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required.

§ 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution.

§ 5.3 SUBCONTRACTUAL RELATIONS

By appropriate agreement, written where legally required for validity, the Contractor shall require each

Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work, which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. Each subcontract shall provide that it may be terminated without penalty or premium in the event this Contract is terminated.

§ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS

§ 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that


.1	assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and


.2	assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract.

§ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from the suspension.

§ 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor’s obligations under the subcontract.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		27
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ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

§ 6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
§ 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15.

§ 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement.

§ 6.1.3 The Owner, or the Contractor, if specified in the Contract Documents, shall provide for coordination of the activities of the Owner’s own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised.

§ 6.1.4 [INTENTIONALLY OMITTED]

§ 6.2 MUTUAL RESPONSIBILITY

§ 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents.

§ 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect and the Owner in writing apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner’s or separate contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable.

§ 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor’s delays, improperly timed activities, damage to other work or defective or non-conforming construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor’s delays, improperly timed activities, damage to the Work or defective or non-conforming construction.

§ 6.2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5.

§ 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14.

§ 6.3 OWNER’S RIGHT TO CLEAN UP

If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the cost will be allocated among those responsible.

ARTICLE 7 CHANGES IN THE WORK

§ 7.1 GENERAL

§ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents, and no course of conduct or dealings




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		28
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between the parties, nor express or implied acceptance of alterations or additions to the Work shall be the basis of any claim to an increase in amounts due under the Contract Documents or an adjustment in the Contract Time.

§ 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor and Architect; a Construction Change Directive requires agreement by the Owner and Architect (or may be issued by the Owner alone), and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Architect alone.

§ 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work.

§ 7.1.4 Upon request of the Owner or the Architect, the Contractor shall, promptly and without additional cost to the Owner, submit a "Change Proposal" including a description of the character and scope of work involved in any proposed extra Work or change in the Work, a written estimate of the cost of such proposed change including all elements of pricing in appropriate detail, and an explanation of the impact of the proposed change on the construction schedule. If required by the Architect or the Owner, the Contractor shall obtain and furnish to the Architect bona fide proposals (on letterhead) from Subcontractors, Sub-subcontractors or recognized suppliers for furnishing labor and materials included in such Work, including the same supporting information. The Contractor shall state in the Change Proposal any extension of the Contract Time that the Contractor believes is necessary if the change or extra Work is ordered or that the Contractor believes it is entitled to for any other reason, with a full explanation. The Contractor shall cooperate fully with the Owner and the Architect to provide sufficient substantiation and explanation of costs and schedule impacts to allow the Owner and the Architect to reasonably evaluate the Change Proposal. Requests for substitutions or other changes initiated by Contractor shall be submitted to the Owner and the Architect for approval.

§ 7.1.5 If the Contractor believes that a change has occurred by reason of any Work performed or materials furnished, or by reason of issuance of any additional or supplemental drawings, specifications, instructions or sketches, or any other direction or interpretation by the Owner or the Architect, or by reason of any other event, circumstance or occurrence, the Contractor shall submit to the Owner a notice of impact within seven (7) calendar days after the occurrence of the event or circumstance giving rise to such change and an order of magnitude estimate within fourteen (14) days after such occurrence, and shall thereafter request that a Change Order be issued by submitting to the Owner a Change Proposal or a Contractor Change Request within twenty-one (21) days after such occurrence. A Contractor Change Request shall be expressly identified as such and shall contain, at a minimum, the information required to be included in a Change Proposal as described in Section 7.1.4 above. A Contractor Change Request must provide clear and detailed justification that a change has occurred or that the Contractor is otherwise entitled to an adjustment in the Contract Sum or the Contract Time, and shall include the applicable Contract Document references supporting the Contractor’s claim and the efforts taken and to be taken by the Contractor to prevent or minimize costs or schedule extension. The Contractor shall furnish, promptly upon request from the Owner or the Architect, such further information and details including but not limited to books of account, records and other documents of the Contractor or its Subcontractors as may be required by the Owner or the Architect to determine the facts or issues involved in the Contractor Change Request.

§ 7.2 CHANGE ORDERS

§ 7.2.1 A Change Order is a written instrument prepared by the Contractor or the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following:


.1	The change in the Work;


.2	The amount of the adjustment, if any, in the Contract Sum; and


.3	The extent of the adjustment, if any, in the Contract Time.

§ 7.2.3 Unless expressly reserved therein, an executed Change Order shall constitute a final settlement of all matters relating to the change in the Work which is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change, any adjustments to the Contract Sum, and any and all adjustments to the Construction Schedule, and/or Contract Time.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		29
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§ 7.3 CONSTRUCTION CHANGE DIRECTIVES

§ 7.3.1 A Construction Change Directive is a written order prepared by the Architect or the Owner and signed by the Owner, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly.

§ 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order.

§ 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods:


.1	Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;


.2	Unit prices stated in the Contract Documents or subsequently agreed upon;


.3	Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or


.4	As provided in Section 7.3.7.

§ 7.3.4 The agreed upon Unit Prices are stated in an exhibit to the Agreement, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted.

§ 7.3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Owner and the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. Unless otherwise stated in the Construction Change Directive, within fifteen (15) days of receipt of a Construction Change Directive (or such additional time as may be reasonably necessary and approved by the Architect), the Contractor shall provide to the Owner and the Architect a Change Proposal as described in Section 7.1.4.

§ 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. A Construction Change Directive signed, or acted upon, by the Contractor without an adjustment of the Contract Sum or Contract Time indicates the Contractor’s agreement that there is no adjustment in Contract Sum or Contract Time, respectively, associated with the Construction Change Directive.

§ 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect and the Owner’s representative shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect and the Owner’s representative may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents for determining the Cost of the Work, costs for the purposes of this Section 7.3.7 shall be limited to the following:


.1	Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance;


.2	Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;


.3	Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others;


.4	Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and


.5	Additional costs of supervision and field office personnel directly attributable to the change.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		30
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§ 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net decrease in cost as confirmed by the Architect and the Owner’s representative. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. Amounts payable on account of overhead and profit for Subcontractors, under this Section 7.3 and under all other methods of adjustment specified in this Article 7, shall not exceed the percentages specified below, to be applied to the Cost of the Work incurred by the Subcontractor involved. The percentage allowance for Subcontractors stated below shall cover overhead, profit and all other indirect costs.


(a)	For each such Subcontractor or Sub-subcontractor involved, for Work performed by the

Subcontractor’s or Sub-subcontractor’s own forces, the percentage allowance shall not exceed ten percent (10%) of the Subcontractor’s actual costs.


(b)	The total of the mark-ups chargeable by the Subcontractor performing the Work and all higher tier Subcontractors combined, shall not exceed fifteen percent (15%) of the actual cost of the Work.

§ 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. The Architect’s interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15.

§ 7.3.10 When the Owner and Contractor agree with a proposal made by the Contractor or a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect or the Contractor will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive.

§ 7.4 MINOR CHANGES IN THE WORK

The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor.

§ 7.5 BACK-UP FOR CHANGES AND CHANGE ESTIMATES

§ 7.5.1 Lump Sum Proposal: Any lump sum proposal for a change in the Work submitted by or on behalf of the Contractor (Change Proposal) shall be itemized for the various components of work and segregated by labor, material and equipment in a detailed format satisfactory the Owner. Such format will include a material and labor quantity takeoff and related pricing information and extensions (by drawing, if applicable). The Contractor will furnish its itemized lump sum proposal and similarly detailed proposals of any Subcontractors, Sub-subcontractors or material suppliers.

§ 7.5.2 Time and Material: Should the Owner elect to have extra work or a change in the Work performed on a time and material basis, and so notify the Contractor in writing, the Contractor, Subcontractors or Sub-subcontractors shall perform the work in such manner. Records supporting the actual cost of the work performed must be kept and forwarded to the Owner. Such records include, but are not limited to, material tickets for all actual material used, daily time sheets itemizing workmen’s names and hours worked for all actual labor costs, and such other evidence as the Owner may reasonably request. The Owner may require authentication of all time sheets and material tickets. Such authentication shall include verification (sign-off) by the Owner’s site representative within five (5) business days. If so requested, the failure to provide such authentication shall constitute a waiver of any rights to payment of the Contractor, Subcontractor or any Sub-subcontractor for the extra work or change performed, unless the Contractor can demonstrate that it was unable to obtain such verification by the Owner’s site representative despite best efforts.

§ 7.6 PRIOR APPROVAL REQUIRED FOR EXTRA COMPENSATION OR EXTENSION OF TIME

Any changes undertaken without the Architect’s or the Owner’s authorization will not be recognized as a basis for a Claim for extra cost at a later date. If the Contractor claims that any supplemental drawings or specificatgions, or other instructions or orders, whether oral, written, by drawings, or otherwise, involve extra cost or time, and such




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		31
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Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		32
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instructions or orders are not accompanied by a written acknowledgment by the Owner or the Architect that extra payment will be made or time extended, they shall promptly so notify the Architect and the Owner in writing and should not proceed with the Work until they have received a further written order to proceed, except in cases of emergency affecting life or property. No Claim for extra cost or time on account of such instructions shall be valid unless the Contractor has so notified the Architect and the Owner, before proceeding, that they claim extra cost and time and has received the further order to proceed.

ARTICLE 8 TIME

§ 8.1 DEFINITIONS

§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work.

§ 8.1.2 The date of commencement of the Work is the date established in the Agreement.

§ 8.1.3 The date of Substantial Completion is the date certified by the Architect and accepted by the Owner in accordance with Section 9.8.

§ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. If the last day of any time period specified in the Contract Documents within which a party is required to act falls on a Saturday, Sunday or legal holiday at the place of the Project, the period of time within which the required action must be taken shall be extended to the next following regular business day.

§ 8.2 PROGRESS AND COMPLETION

§ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

§ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance.

§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time.

§ 8.2.4 The Contractor shall at all times provide adequate rates of progress for the various parts of the Work so that the Project at all times substantially conforms to the Construction Schedule. Whenever critical path activities fall behind the planned schedule of construction as shown on the Construction Schedule, the Contractor shall notify the Owner and the Architect and advise the Owner of action being taken to return the Work to the planned schedule or to revise the schedule as necessary to maintain the required date for Substantial Completion, and such action shall be indicated on the Construction Schedule which shall then be re-submitted by the Contractor to the Architect and the Owner for acceptance.

§ 8.2.5 Without limitation of the provisions of Section 8.2.4, if the Owner determines that the progress of the Work has been materially delayed, or that the Construction Schedule is in jeopardy of not being met, the Owner shall have the right to require the Contractor to take whatever steps are necessary to recover all or a portion of such delay. If and to the extent such delay is caused by the act or omission of the Owner or agents of the Owner, or by force majeure, and is beyond the control of the Contractor, then, as between the Owner and the Contractor, the costs of such recovery shall be borne by the Owner; in all other cases, the costs associated with such recovery shall be borne by the Contractor within the GMP, and the activities required to effect such recovery shall not be deemed to be a change in the Work and there shall be no increase in the Contract Sum or GMP on account of such recovery activities. The Contractor shall, within three days after the Owner’s request to take such action, notify the Owner and the Architect in writing, and unless otherwise directed by the Owner in writing, promptly commence implementing the steps the Contractor proposes to take to effect such recovery, and provide the Owner a detailed recovery schedule setting forth the actions to be taken by the Contractor. If the Contractor disputes any direction given by the Owner pursuant to this section, it shall have no right to refuse to accelerate the Work, but the Contractor shall have the right to make a Claim for additional costs in accordance with the provisions of the Contract Documents.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		33
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§ 8.3 DELAYS AND EXTENSIONS OF TIME

§ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes related to the Project, the Contractor or anyone for whom the Contractor is responsible; or by fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s control; or by delay authorized or directed by the Owner; or by other causes that the Architect and the Owner’s representative determine to justify delay, and provided the Contractor has given timely notice of such delay in accordance with a Contractor Change Request as provided in Section 7.1.5, then the Contract Time shall be extended by Change Order or by Construction Change Directive for such reasonable time as the Architect and the Owner may determine.

§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15 and this Section 8.3.

§ 8.3.3 Should the Contractor be delayed in the performance of the Work, the Contractor shall, promptly and in any event within fourteen days after the occurrence of the circumstances resulting in a delay, notify the Owner and the Architect of the estimated extent of the delay and the cost, if any, which may be incurred as a result of the delay. If the Contractor fails to so notify the Owner and the Architect, the Contractor shall be barred from asserting any claim for extension of time or compensation, expense or damages with respect to such delay.

§ 8.3.4 No adjustments to the Contract Time shall be made unless the events described above have the effect of delaying completion of components of Work on the critical path indicated in the Construction Schedule by at least one (1) day, and only if the delays resulting therefrom are not caused by and could not have been avoided by the Contractor or those for whom the Contractor is responsible.

§ 8.3.5 To the extent that any delay as described above is caused by (i) the Owner, the Owner’s representative, the Architect, any separate contractor engaged by the Owner or anyone else for whom the Owner is responsible, (ii) concealed conditions as set forth in Section 3.7.4 of these General Conditions, (iii) changes in the Work, or (iv) suspension or delay in the Work directed by Owner and not attributable to the negligence or fault of the Contractor (collectively, "Owner Fault"), the Contractor shall be entitled to compensation for additional documented direct Costs of the Work incurred by the Contractor solely as a result of such delay, subject to the terms of the Agreement. To the extent that delay is attributable to the failure of performance or other fault of the Contractor or any Subcontractor or others for whom the Contractor is liable ("Contractor Fault"), the Contractor shall not be entitled to an increase in the GMP on account of costs incurred as a result of such delay. To the extent any such delay is caused by force majeure, i.e., causes beyond the control of either the Owner or the Contractor, or in the event of a concurrent delay (i.e., delay to a critical path activity caused by both Owner Fault and Contractor Fault), the Contractor shall be entitled to an extension of the Contract Time (subject to applicable provisions of the Contract Documents) and shall be afforded the opportunity to present a request for additional compensation (which the Owner will not unreasonably withhold) incurred as a result of such delay. If a delay is attributable partly to Contractor Fault and partly to Owner Fault and/or force majeure, the Contractor’s entitlement to additional compensation and/or extension of time as provided above shall apply proportionately.

ARTICLE 9 PAYMENTS AND COMPLETION

§ 9.1 CONTRACT SUM

The Contract Sum is defined in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. The Contract Sum shall not exceed the Guaranteed Maximum Price. The terms "Guaranteed Maximum Price" and "GMP" mean the Guaranteed Maximum Price stated in the Agreement including amendments thereto.

§ 9.2 SCHEDULE OF VALUES

Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit to the Architect and the Owner, before the first Application for Payment, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect or the Owner may require. This schedule, unless objected to by the Architect or the Owner, shall be used as a basis for reviewing the Contractor’s Applications for Payment. The schedule of values shall be updated upon award of each subcontract or supply agreement, shall include a complete

breakdown (as requested by the Owner) for each trade or other subcontracted Work, and shall be reviewed from time to time and revised if found at any time to be inaccurate. Changes to the schedule of values require the Owner’s approval.

§ 9.3 APPLICATIONS FOR PAYMENT

§ 9.3.1 At least ten days before the date established for each progress payment, or as otherwise provided in the Agreement, the Contractor shall submit to the Architect and the Owner’s representative an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2., for completed portions of the Work. Such application shall be notarized, if required, and supported by such data substantiating the Contractor’s right to payment as the Owner or Architect may require, such as copies of requisitions from Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents.

§ 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders.

§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay.

§ 9.3.1.3 On all Applications for Payment the Contractor shall indicate the sums of money being requisitioned for payment of the Contractor’s principal suppliers and Subcontractors for each subdivision of Work and shall include therewith a certificate of payment and release of claims in form approved by the Owner stating that all such money will be used to pay the named suppliers and Subcontractors as their interests may appear within seven calendar days after receipt of payment from the Owner. Each Application for Payment shall be accompanied by a certificate from each Subcontractor, in form acceptable to the Owner, stating that the Subcontractor has been paid all amounts due the Subcontractor on the basis of the previous payment to the Contractor, that the Subcontractor has subsequently paid all monies owed to its Sub-subcontractors, suppliers, and vendors for Work performed on behalf of or material supplied to the Project, or else stating the amount not so paid and the reason for the discrepancy, and that the Subcontractor has no claims for additional costs or otherwise except as stated in such certificate. In the event of any such discrepancy or any stated claims, the Contractor shall furnish the Contractor’s own written explanation to the Owner through the Architect.

§ 9.3.1.4 On a schedule established by the Contractor and the Owner, generally one week prior to formal submission of each Application for Payment, the Contractor shall submit the Application for Payment in draft form, including all available supporting materials, to the Architect and the Owner. The Contractor shall meet with the Architect and the Owner as necessary to review the draft Application for Payment, and shall supply additional information as requested by the Architect or the Owner so as to substantiate all amounts to be included in the Application for Payment. Upon agreement of the parties, the Contractor shall formally submit the Application for Payment. Section 12.1 of the Agreement contains additional submission and review requirements for Applications for Payment. The review process for each draft application shall not exceed six (6) days after the pencil draft submission.

§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. In approving payment for materials and equipment stored off-site, the Owner may require, without limitation, evidence that the off-site location is properly secure, inspections of such materials or equipment by the Owner’s representatives at the Contractor’s expense, proof of insurance, and segregation and/or marking of stored materials or equipment.

§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims,

security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the Work.

§ 9.4 CERTIFICATES FOR PAYMENT

§ 9.4.1 The Architect will, within six (6) days after receipt of the Contractor’s Application for Payment and the concurrent evaluation of the Application for Payment by the Owner, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due based on the Owner’s evaluation, or notify the Contractor and Owner in writing of the Architect’s reasons for withholding certification in whole or in part as provided in Section 9.5.1.

§ 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect’s evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect’s knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect or any representative of the Owner has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.

§ 9.5 DECISIONS TO WITHHOLD CERTIFICATION

§ 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. Withholding a Certificate of Payment in whole or in part shall be deemed to be a rejection of the whole or part, as the case may be, of the Application for Payment under M.G.L. c. 149, section 29E. The Architect’s decision to withhold a Certificate of Payment or reject the Application for Payment shall be made in writing, shall include an explanation of the factual and contractual basis for the rejection and shall be certified as made in good faith. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, as necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible. The Owner (in addition to and without limitation of any other rights and remedies of the Owner under the Contract Documents) may withhold payment of any amounts claimed to be due by the Contractor and certified for payment by the Architect, in each case to such extent as may be necessary in order to provide for retention covering the fair value of any Claims (as defined in Section 15.1), costs, losses or damages the Owner may have against the Contractor, which amounts may include, but shall not be limited to, the fair value of any Claims, costs, losses or damages arising from:


.1	defective Work not remedied;


.2	third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor;


.3	failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;


.4	reasonable evidence that the Work cannot be completed for the unpaid balance of the GMP;


.5	damage to the Owner or a separate contractor;


.6	reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;


.7	repeated failure to carry out the Work in accordance with the Contract Documents, or defective material;


.8	amounts previously paid to the Contractor in excess of amounts properly due to the Contractor; or


.9	failure of the Contractor to comply with any of the Contractor’s indemnification obligations as set forth in Section 3.18.

Nothing in this Section shall permit the withholding of retainage in violation of M.G.L. c.149, section 29F.

§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld.

§ 9.5.3 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers (or make payments directly to such Subcontractor or supplier) to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check (or directly), the Owner shall notify the Architect and the Contractor and the Architect will reflect such payment on the next Certificate for Payment.

§ 9.6 PROGRESS PAYMENTS

§ 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect.

§ 9.6.2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

§ 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor.

§ 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay or to see to the payment of money to a Subcontractor, sub-subcontractor or material supplier.

§ 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4.

§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents.

§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision.

§ 9.7 FAILURE OF PAYMENT

If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor’s complete, approved Application for Payment, or if the Owner does not pay the Contractor within ten (10) days after the date established in the Contract Documents the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days’ written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall

be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shut-down, delay and start-up, as provided for in the Contract Documents.

§ 9.8 SUBSTANTIAL COMPLETION

§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or, if agreed to by the Owner, a designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. For purposes of this Agreement, the Owner’s intended use means (a) all Project systems included in the Work are operational as designed and specified, (b) all lien waivers covering payments through Substantial Completion have been received by the Owner, (c) all designated or required governmental inspections have been successfully completed, and certificates of occupancy have been obtained, in each case to the extent required to occupy and use the Project for its intended use, or a temporary certificate of occupancy with conditions that do not materially affect the use and occupancy of the Project for its intended purposes, and (d) all other conditions and requirements for Substantial Completion expressly provided elsewhere in the Contract Documents have been satisfied. In general, the only remaining Work shall be minor in nature, so that the Owner could occupy the Project on the Date of Substantial Completion and the completion of the Work by the Contractor would not materially interfere or hamper the Owner’s occupancy of the Project. At the time of Substantial Completion, the Contractor shall certify that all remaining Work will be completed within thirty consecutive calendar days following the Date of Substantial Completion or as otherwise agreed in writing by the Owner.

§ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect and the Owner a comprehensive list of items to be completed or corrected prior to final payment together with the estimated value of completing or correcting such items (as approved or modified by the Architect and accepted by the Owner, the "Punchlist"). The Architect or the Owner shall have the right to modify and supplement the list of items on the Punchlist and to modify or, for items added by the Architect or the Owner, establish, the estimated value of completing or correcting such items. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents.

§ 9.8.3 Upon receipt of the Contractor’s Punchlist and Excel spreadsheet for punchlist documentation, the Architect and the Owner will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s and Owner’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Architect will submit a single comprehensive Punchlist utilizing the Excel spreadsheet furnished by the Contractor, and the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect and the Owner to determine Substantial Completion.

§ 9.8.4 When the Work or designated portion thereof is substantially complete as defined above, the Architect will prepare a Certificate of Substantial Completion that, upon the Owner’s approval thereof, shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the Punchlist, which shall not be more than 60 days, except where the Owner has approved in writing a longer time period for special order items. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion, except for manufacturers warranties on any Punchlist items which warranties shall commence when such items have been completed.

§ 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. The Owner shall make payment of retainage as provided in the Retainage Law (hereafter defined).

§ 9.8.6 If the Contractor has not completed the Punchlist items on or before the date that is sixty (60) calendar days from the date of Substantial Completion, subject to material availability, the Contractor agrees to reimburse the Owner for its actual out-of-pocket costs incurred to re-inspect the Project and verify the completion of the Punchlist items after such date (including but not limited to the costs of travel and the Architect’s and consultants’ fees). The

Owner shall have the right to deduct such costs from the retainage and/or any other amounts held by the Owner pending disbursement to the Contractor.

§ 9.8.7 If the Contract Sum or GMP is equal to or greater than $3,000,000, the Owner and the Contractor acknowledge that this Contract is subject to the provisions of Massachusetts General Laws c. 149, s. 29F, a copy of which is appended to these General Conditions of the Contract (the "Retainage Law"), and the Owner and the Contractor agree to comply with the requirements of the Retainage Law, including without limitation those relating to time periods for review and response to any Notice of Substantial Completion (as defined in the Retainage Law) issued by the Contractor, submissions of application for and release of retainage, and preparation of punchlists or completion lists in connection with substantial completion as provided in the Retainage Law, notwithstanding any provisions of the Contract Documents that may be inconsistent with the Retainage Law. For purposes of payment of retainage, substantial completion shall have the meaning set forth in the Retainage Law. For all other purposes under the Contract, Substantial Completion shall have the meaning set forth in Section 9.8.1. Nothing herein shall be interpreted so as to violate the provisions of the Retainage Law.

§ 9.9 PARTIAL OCCUPANCY OR USE

§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.4.4 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a notice of partial substantial completion and list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect.

§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.

§ 9.9.3 Partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents.

§ 9.10 FINAL COMPLETION AND FINAL PAYMENT

§ 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect and the Owner’s representative will promptly make such inspection and, when the Architect and the Owner find the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. The Architect shall not issue a final Certificate for Payment until the Owner has received the final unconditional Certificates of Use and Occupancy covering the Project; provided, however, that issuance of the Certificate for Payment shall not be affected where issuance of the permanent, unconditional Certificates of Use and Occupancy have been delayed through no fault of the Contractor. If, through no fault of the Architect or the Owner’s representative, the Architect (including its subconsultants) and the Owner’s representative are required to conduct more than one additional inspection of any phase or portion of the Work to determine whether such portion of the Work is finally complete, the Contractor shall be responsible for any fees assessed by the Architect or the Owner’s representative for additional services on account of such additional inspections. The Contractor shall promptly reimburse the Owner for any such additional fees or, if the same are not promptly reimbursed, the Owner may deduct such amounts due from amounts otherwise payable to the Contractor.

§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect or the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, from the Contractor and Subcontractors, to the extent and in such form as may be designated by the Owner, (6) all special warranties required by the Contract Documents, endorsed by the Contractor and assigned to or expressly enforceable by the Owner, in a form reasonably acceptable to the Architect and the Owner, (7) the As-Built Documents and all manufacturers’ catalogs, instructions, operating and maintenance manuals, parts lists, and other similar data, including the necessary graphic cuts, diagrams, value charts, and the like, covering all mechanical and manually operated devices furnished and/or installed in any permanent structure - such materials shall include copies of all Subcontractors’ and manufacturer’s warranties, shall be collected in logical, user-friendly compilations (which shall be provided to the Owner and the Architect in draft form for review at least 20 days in advance) and final versions shall be provided in both hard copy (number of copies as required by Owner) and digital, searchable electronic format reasonably acceptable to the Owner, (8) certificates of inspection, operating permits and other approvals described in Section 13.5.4, (9) all spare parts or attic stock required to be submitted by the Contract Documents, (10) a certificate from the Contractor stating that the Work is complete, including copies of each punch list prepared for the Project endorsed by the Contractor and indicating that all items have been completed, and (11) a satisfactory report by the Contractor which has been approved by the Architect that all mechanical systems have been and are properly balanced, and that commissioning of all mechanical, electrical and other building systems as required by the Contract Documents has been completed with all issues resolved. As an additional condition to be satisfied prior to final payment, the Contractor’s personnel or Subcontractors’ or suppliers’ personnel, as appropriate, shall provide the property management and operations personnel at the Property with training in the operation and maintenance of building systems and controls installed as part of the Work. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys’ fees.

§ 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

§ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from



.1	liens, Claims (and claims by third parties), security interests or encumbrances arising out of the Contract and unsettled;
.2	failure of the Work to comply with the requirements of the Contract Documents; or
.3	terms of special warranties required by the Contract Documents.
.4	any overpayment by the Owner on account of the Contract Sum; or
.5	any of the Contractor’s indemnification obligations under the Contract Documents.

§ 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee in writing as unsettled at the time of final Application for Payment.


ARTICLE 10	PROTECTION OF PERSONS AND PROPERTY

§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS

The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall prepare a written safety program which shall be submitted to the Owner and the Architect. When finalized such safety program shall be issued to all Subcontractors and all forces employed on the Work. Such program shall include regular safety meetings, and the Contractor shall prepare, circulate and maintain on file at the site minutes of all safety meetings. The Owner assumes no responsibility or liability for the physical condition of or safety at the Project site or any improvements thereon. The Contractor shall be solely responsible for providing a safe place for the performance of the Work and exercising proper safety precautions.

§ 10.2 SAFETY OF PERSONS AND PROPERTY

§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to


.1	employees on the Work and other persons who may be affected thereby;


.2	the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor’s Subcontractors or Sub-subcontractors; and


.3	other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, existing buildings or other structures and utilities not designated for removal, relocation or replacement in the course of construction.

§ 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. The Contractor shall comply with the requirements of any insurance carriers providing insurance coverage for the Project or for the Owner or the Contractor in connection with the Project, and any safety-related requirements, guidelines or recommendations of governmental agencies, including the requirements of local fire officials. The Contractor shall prepare a written report setting forth the circumstances and details related to any accident or occurrence involving death, bodily injury, sickness, disease, personal injury, and/or loss or injury to or destruction of tangible property. Such reports shall be forwarded promptly to the insurance carriers and the Owner.

§ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel and in accordance with all Federal, State, or local regulations.

§ 10.2.5 The Contractor shall promptly remedy damage and loss to property referred to in Sections 10.2.1.2 and

10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. In the case of damage or loss to the Work, the provisions of Section 11.4.8 below shall apply. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18.

§ 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect.

§ 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition.

§ 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY

If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter.

§ 10.2.9 The Architect and the Owner’s representative shall have no responsibility for supervising and enforcing the safety practices of the Contractor and its Subcontractors and employees. If, however, the Architect or the Owner’s representative observes unsafe conditions during the course of performing normal duties on the jobsite, it may bring these conditions to the attention of the Contractor’s superintendent, and if said conditions are not remedied promptly, the Owner’s representative reserves the right to stop the Work, as described in Section 2.3.1. If a representative from OSHA, or any other regulatory agency, visits the site to perform a safety inspection of the jobsite, the Contractor shall notify the Owner’s representative.

§ 10.3 HAZARDOUS MATERIALS

§ 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing.

§ 10.3.2 Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed site professional ("LSP") to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it poses no significant risk to human health, or determine the appropriate remediation steps. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor agrees to cooperate with the LSP or other consultants or contractors engaged by the Owner to perform services with respect to the detection, removal, containment, treatment or disposal of hazardous materials or contaminants. If indicated in the Contract Documents, or if directed by the Owner, the Contractor shall remove or remediate and lawfully dispose of any hazardous materials encountered, as further provided in the Specifications, subject to the provisions of Section 3.7.4 (Concealed or Unknown Conditions) if applicable. All handling and disposal of hazardous materials by the Contractor shall be performed in accordance with all applicable laws and regulations, good and safe industry practices, the Owner’s instructions, and insurance underwriters’ requirements. When the material or substance has been removed or rendered harmless or an LSP has determined there is no significant risk to human health present, work in the affected area shall resume. If applicable, by Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor’s reasonable additional costs incurred on account of the discovery, investigation and remediation of such materials.

§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, to the extent arising out of or resulting from the presence, removal or remediation of hazardous materials, unless the presence of the hazardous materials is the result of any action or inaction by the Contractor or anyone for whom the Contractor is responsible at the Project Site, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself). Notwithstanding the foregoing, this indemnification agreement shall not apply to any such claim made by an employee of the Contractor or of any Subcontractor (of any tier) or of any supplier or any other party performing Work on behalf of the Contractor, to the extent that (i) such claim is covered by worker’s compensation or any other insurance maintained (or required to be maintained by the terms of the Contract) by the Contractor or any Subcontractor or by the party seeking indemnification and (ii) the claim is paid by the insurer, or would be paid were it not for the failure of any party to properly maintain such insurance or make a claim in accordance with the terms thereof; nor shall this indemnification agreement apply to the extent that any such claim, damage, loss or expense is due to the fault or negligence of any of the indemnified parties.

§ 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.

§ 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence.

§ 10.3.6 If, without negligence on the part of the Contractor, any Subcontractor, sub-subcontractor, supplier or materialmen, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred.

§ 10.4 EMERGENCIES

In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7.

ARTICLE 11 INSURANCE AND BONDS

§ 11.1 CONTRACTOR’S LIABILTY INSURANCE

§ 11.1.1 The Contractor provide, pay for and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as required in this Article 11 covering claims arising out of the Contractor’s operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. Such insurance shall be maintained from the commencement of Work by Contractor on the Project site until final acceptance of the entire Project by the Owner or the completion of all post-acceptance warranty or related work by Contractor or the applicable Subcontractor, and for such longer period specified below in the case of completed operations coverage.

The types and limits of the required insurance coverages are:

1. For the Contractor and all Subcontractors: Automobile Liability insurance covering all owned, non-owned, and hired vehicles used by Contractor or any Subcontractor for all operations both on and off the Project Site, with a minimum limit of $1,000,000 combined single limit per accident for Bodily Injury and Property Damage and $1,000,000 Hired and Non-Owned/ !

2. For the Contractor and all Subcontractors: Workers’ compensation insurance for statutory benefits limits of the applicable labor code(s) and workers’ compensation law(s) and Employer’s Liability insurance with minimum limits of $1,000,000 each accident for Bodily Injury by accident, $1,000,000 each employee for Bodily Injury by disease, and $1,000,000 policy limit for Bodily Injury by disease. Such insurance shall cover all operations of Contractor or the applicable Subcontractor. Such insurance shall be endorsed to include Other States Coverage and to include a Waiver of Our Right to Recover from Others Endorsement in favor of the Indemnitees.

(a) Contractor shall include, and shall require each of its Subcontractors to include, the following provision in all subcontracts let by such party for performance of Work when the party performing Work under such subcontract is a qualified, approved self-insurer of workers compensation:

"The subcontractor waives any right of recovery the subcontractor may have or acquire against the Indemnitees (as defined in Section 3.18 of the General Conditions of the Contract), Contractor, or subcontractors of all tiers by reason of the subcontractor’s having paid workers’ compensation benefits as a self-insurer."

3. Commercial General Liability insurance covering all operations of Contractor or its Subcontractors or others for whom it or they are liable. Such insurance shall be no less comprehensive and no more restrictive than the coverage provided by the standard Insurance Services Office (ISO) form CG 00 01(7/04 ed.); shall be written on an occurrence form; coverage cannot be provided under a "Claims-Made" or "Modified Occurrence" policy. Such

insurance shall include by its terms or appropriate endorsements Bodily Injury, Property Damage, Personal Injury, Blanket Contractual, Independent Contractors, Product’s and Completed Operations and Personal/Advertising Injury coverages; shall include Products Liability coverage for any products manufactured, assembled, or otherwise worked upon away from the Project Site; and shall include coverage for "x" (explosion), "c" (collapse), or "u" (underground) exposures. Such insurance shall have the following minimum limits:

(a) For the Contractor<

$1,000,000 Each Occurrence;

$2,000,000 General Aggregate; and

$2,000,000 Products/Completed Operations Aggregate;

$20,000,000 General Liability Umbrella, each occurrence and aggregate

(b) For all Subcontractors:

$1,000,000 Each Occurrence;

$2,000,000 General Aggregate; and

$2,000,000 Products/Completed Operations Aggregate

$5,000,000 General Liability Umbrella, each occurrence and aggregate, or as otherwise approved by the Owner

The umbrella liability shall be follow form, applying excess of the commercial general liability, automobile liability and employer’s liability coverages. The General Aggregate, Products/Completed Operations Aggregate and Umbrella general aggregate limits shall apply exclusively to Work performed in connection with the Project, and shall not apply to payments based on claims related to other projects.

Products and Completed Operations coverage with respect to "Bodily Injury" and "Property Damage" caused, in whole or in part, by Contractor’s Work shall be maintained for a minimum period of at least three years (or, if longer, the statutory period of limitations or repose in the jurisdiction where the Project is located) after either 90 days following Substantial Completion or final payment, whichever is earlier. This insurance shall to be endorsed with an ISO CG 20 10 (7/04 ed.) Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization and ISO CG 20 37 (7/04 ed.) Additional Insured – Owners, Lessees or Contractors - Completed Operations endorsement naming the Owner, affiliates of the Owner, the Owner’s representatives, the Architect, the Owner’s lender, and their respective managers, directors, officers, employees for the entirety of the post-completion period.

4. If Contractor or any of its Subcontractors are providing design or other professional services in connection with the Project, then Contractor shall provide evidence of Professional Liability Insurance with limits of not less than $1,000,000 covering professional design services to be performed by or on behalf of the Contractor, with an extended reporting period not less than the applicable statute of limitations or repose in the jurisdiction where the Project is located.

5. The Contractor shall have in place pollution legal liability insurance covering its activities and the activities of anyone for whom the Contractor is responsible at the Project site in the amounts stated in the Contractor’s insurance certificates attached as Exhibit H to the Agreement. Completed operations coverage for such insurance shall be evidenced through renewal certificates for not less than five years after final completion (or, if longer, for the statutory period of limitations or repose in the jurisdiction where the Project is located). If a Subcontractor is engaged by the Contractor to perform hazardous material remediation or disposal work, such Subcontractor shall also be required to maintain pollution legal liability insurance with minimum limits as approved by the Owner, and the Owner and other Additional Insureds shall be named as additional insureds on such Subcontractor’s pollution liability policy.

(Paragraph deleted)

The insurance coverages specified in paragraphs 1, 3, 4, and 5 may be arranged under single policies for the full limits required or by a combination of underlying policies with the balance provided by umbrella liability insurance. The umbrella liability insurance shall provide coverage following the form of and as broad as that of the underlying primary policies.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		44
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§ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents.

§ 11.1.3 Certificates of insurance for the General Liability, Automobile Liability, Employers’ Liability,

Umbrella/Excess Liability and pollution liability insurance required to be provided by the Contractor shall name Owner, Architect, athenahealth, Inc. and other affiliates of the Owner, the Owner’s representatives other consultants of Owner, Owner’s lender and each of their respective current and former trustees and directors, members of their governing boards, managers, officers, employees, and agents, (collectively, the "Additional Insureds") as additional insureds by endorsement to the policies acceptable to the Owner, and shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of insurance. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness.

§ 11.1.4 (1) All of the Additional Insured parties identified in Section 11.1.3 shall be covered as additional insureds under the insurance referred to in Section 11.1.3 for claims caused in whole or in part by the Contractor’s (including any Subcontractor’s) negligent acts or omissions during the Contractor’s operations; and (2) the Owner and athenahealth, Inc. and other affiliates of the Owner shall be covered as additional insureds for claims caused in whole or in part by the Contractor’s (including any Subcontractor’s) negligent acts or omissions during the Contractor’s completed operations.

§ 11.2 OWNER’S LIABILITY INSURANCE

The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.

(Paragraphs deleted)

§ 11.3 REQUIREMENTS FOR ALL PROJECT INSURANCE

§ 11.3.1 Contractor shall cause the insurance to be obtained under Section 11.1 to satisfy the following provisions and requirements:

§ 11.3.1.1 All insurance required by the Contract Documents shall be issued by insurance companies authorized to transact that class of insurance in the state where the Project is located and having a minimum rating of (or equivalent to) A-VIII by A.M. Best & Company. The required certificates must be personally and manually signed by the authorized representative of the insurance company shown on the certificate with proof that he/she is an authorized representative thereto. In addition, certified, true and exact copies of all insurance policies required by the Contract Documents shall be provided by the Contractor to the Owner within a reasonable period of time following the Owner’s written request.

§ 11.3.1.2 All of the required insurance, whether maintained by the Contractor or Subcontractors, including coverage provided for the Additional Insureds, shall provide primary coverage with respect to the Work. Any other insurance maintained by Owner or other Additional Insureds shall be in excess of this insurance and shall not contribute to it. Additional Insureds shall not be responsible for any deductible.

§ 11.3.1.3 Prior to commencing any Work at the Project site, Contractor and its Subcontractors of all tiers shall furnish Owner with a certificate(s) of insurance giving evidence of insurance required by Section 11.1.1 and evidence of additional insured endorsements required by Section 11.1.3. Additionally, Contractor and its Subcontractors shall furnish a certificate(s) of insurance or a policy binder(s) of insurance, evidencing replacement coverage, to Owner twenty (20) calendar days prior to expiration of any such policies, so that there shall be no Interruption in Work due to lack of proof of insurance coverage required by this Agreement. Owner shall not be




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		45
Init. /	User Notes: athena - West Garage 12-01-16 (8)	(812660086)

liable for any delays (or costs or damages resulting therefrom) resulting from Contractor’s failure (or that of any Subcontractor of any tier) to obtain the insurance required of it under Section 11.1, or to deliver the required certificates of insurance to Owner.

§ 11.4 PROPERTY INSURANCE

§ 11.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder’s risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis with optional deductibles as may be established by the Owner. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Project.

§ 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect’s and Contractor’s services and expenses required as a result of such insured loss. Sublimits of coverage may apply with respect to certain perils. The Contractor acknowledges and agrees that the terms and conditions of such insurance, including all sublimits and exclusions from coverage, shall be as set forth in the policy or policies, and in the event of any inconsistency between the provisions of this Section 11.4 and the actual policy terms and conditions, the actual policy shall govern.

§ 11.4.1.2 The builder’s risk insurance will not cover any tools, equipment, materials, supplies, temporary structures or other property owned or rented by the Contractor or Subcontractors which is not to be incorporated in the Work. The Contractor and Subcontractors assume these excluded risks, and waive all rights they may have against the Owner, the Owner’s affiliates and representatives or the Architect for damage to such items, and any policy of insurance covering the Contractor’s or any Subcontractor’s own tools, equipment, facilities and other property against loss by physical damage shall include provisions or endorsements providing that the underwriters waive their rights of subrogation against the Owner and its affiliates, the Owners’ lenders, the Architect and other agents and consultant of the Owner.

§ 11.4.2 If the Owner does not intend to purchase such property insurance required by the Contract and with all of the coverages in the amount described above, the Owner shall so inform the Contractor in writing prior to commencement of the Work. The Contractor may then effect insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain insurance as described above, without so notifying the Contractor in writing, then the Owner shall bear all reasonable costs properly attributable thereto.

§ 11.4.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles, unless such loss covered by property insurance is caused by the negligence or willful misconduct of the Contractor or Subcontractors of any tier, in which case the costs not covered because of such deductible will be paid by the Contractor.

§ 11.4.4 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		46
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§ 11.4.5 BOILER AND MACHINERY INSURANCE

§ 11.4.5.1 The Owner shall have the option but shall not be required to purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds.

§ 11.4.6 LOSS OF USE INSURANCE

§ 11.4.6.1 The Owner, at the Owner’s option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner’s property due to fire or other insurable hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner’s property, including consequential losses due to fire or other insurable hazards however caused.

§ 11.4.5.2 If the Contractor requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall be charged to the Contractor by appropriate Change Order.

§ 11.4.7 WAIVERS OF SUBROGATION

§ 11.4.7.1 If permitted by the Owner’s and the Contractor’s insurance companies, without penalties, the Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architect, Architect’s consultants, the Owner’s affiliates, Owner’s representatives, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent of actual recovery of any insurance proceeds under the property insurance obtained pursuant to this Section 11.4. The Owner or Contractor, as appropriate, shall require of the Architect, Architect’s consultants, Owner’s representative, separate contractors described in Article 6, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. The insurance policies obtained by the Contractor and its Subcontractors pursuant to Section 11.1 shall be endorsed to include a waiver of subrogation in favor of Indemnitees; provided, however, that such a waiver of subrogation shall not be required with respect to policies for which all of the Indemnitees are named insureds or additional insureds.

§ 11.4.7.2 A loss insured under the property insurance shall be adjusted by the Owner in good faith with the cooperation of the Contractor and made payable to the Owner, subject to requirements of any applicable mortgagee clause. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner.

§ 11.4.8 DAMAGE OR DESTRUCTION OF WORK. The Contractor shall abide by and implement any reasonable insurance company recommendations made during the term of this Contract. The Contractor further agrees to follow all claims reporting procedures under the builder’s risk policy, promptly report all losses in accordance with such claim reporting procedures, and accumulate the documentation necessary to adjust and settle the claim. In the event of loss or damage to the Work, the Contractor and applicable Subcontractors, without additional cost to the Owner, shall cooperate with and assist the Owner in connection with the filing, negotiating, adjusting, and settlement or other resolution of all claims for such loss or damage to the Work, with the insurer(s) under the Owner’s builders risk policy or other applicable third parties. Upon written instruction from the Owner, the Contractor shall proceed to replace, restore, reconstruct and/or repair the Work in accordance with the Drawings and Specifications. In such event, the provisions of this Contract shall remain in full force and effect, except that the GMP shall be increased by Change Order by the total cost of restoring, reconstructing or replacing all damaged or destroyed Work, as agreed with the insurer, and the Contract Time shall be extended, in accordance with Article 7; provided that the Contract Sum and GMP shall not be increased to the extent the damage or destruction is covered by insurance proceeds paid directly to the Contractor, or to the extent of the deductibles for which the Contractor or any Subcontractor may be responsible. The proceeds of all claims under the builders risk policy or any replacement thereof shall be paid directly to the Owner (subject to any lender requirements) to be retained or distributed and applied by the Owner in accordance with the payment provisions of the Contract, in reimbursement of amounts paid by the Contractor in repairing, replacing or otherwise making good the insured loss or damage. If any loss or damage exceeds the limits of the builders risk policy, the Contractor shall not be responsible for the costs of




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		47
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restoring, reconstructing or replacing damaged or destroyed Work in excess of the limits of the builders risk policy. The Owner shall have the option, in the event of damage or destruction to the Work by any cause, to terminate the Contract in accordance with Article 14.

§ 11.5 PERFORMANCE BOND AND PAYMENT BOND

§ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract.

§ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished.

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK

§ 12.1 UNCOVERING OF WORK

§ 12.1.1 If a portion of the Work is covered contrary to the Architect’s or Owner’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect or the Owner, be uncovered for the Architect’s or Owner’s examination and be replaced at the Contractor’s expense without change in the Contract Time.

§ 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect or the Owner may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor’s expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs.

§ 12.2 CORRECTION OF WORK

§ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION

The Contractor shall promptly correct Work rejected by the Architect or the Owner or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, compensation for the Architect’s services and expenses made necessary thereby, and any other cost, loss, or damage to the Owner resulting from such failure or defect, shall be at the Contractor’s expense within the GMP.

§ 12.2.2 AFTER SUBSTANTIAL COMPLETION

§ 12.2.2.1 In addition to the Contractor’s obligations under Section 3.5, if, within one year after the date of

Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.4.

§ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work.

§ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		48
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§ 12.2.2.4 Upon request by the Owner and prior to the expiration of one year from the date of Substantial

Completion, the Contractor shall attend a meeting with the Owner to review the facility operations and performance.

§ 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.

§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents.

§ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work.

§ 12.3 ACCEPTANCE OF NONCONFORMING WORK

If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.

ARTICLE 13 MISCELLANEOUS PROVISIONS

§ 13.1 GOVERNING LAW

The Contract shall be governed by the law of the Commonwealth of Massachusetts (without regard to principles of conflicts of laws) and enforced in its courts.

§ 13.2 SUCCESSORS AND ASSIGNS

§ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.

§13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an affiliate of Owner or to a lender providing construction financing for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment.

§ 13.3 WRITTEN NOTICE

Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. Notices to the Owner and the Contractor shall be sent to the Owner’s and Contractor’s business addresses specified on the first page of the Agreement. Either party can change their address for notices by delivering written notice of such change to the other party. A hand delivered notice shall be effective upon delivery; a notice sent by certified mail shall be effective three (3) days after mailing; and a notice by overnight delivery service shall be effective as of the date of delivery as confirmed by the delivery receipt. If, pursuant to the provisions of the Contract Documents, a notice is required to be given or delivered on or before a specific date which is not a business day, the deadline for giving such notice shall automatically be extended to the next following business day.

§ 13.4 RIGHTS AND REMEDIES

§ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		49
Init. /	User Notes: athena - West Garage 12-01-16 (8)	(812660086)

§ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing.

§ 13.4.3 The parties’ rights and obligations under Section 3.18, Articles 12, 14 and 15, and any other provisions of the Contract Documents that contemplate continuing rights and obligations, respectively, shall survive expiration of the Contract Time and termination of the Contract.

§ 13.5 TESTS AND INSPECTIONS

§ 13.5.1 Tests, inspections and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect and the Owner’s representative timely notice of when and where tests and inspections are to be made so that they may be present for such procedures. The Owner shall bear costs of (1) tests, inspections or approvals that do not become requirements until after bids are received or negotiations concluded, and (2) tests, inspections or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating their cost to the Contractor.

§ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect and the Owner’s representative of when and where tests and inspections are to be made so that the Architect and the Owner’s representative may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner’s expense.

§ 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect’s and the Owner’s representative’s services and expenses shall be at the Contractor’s expense.

§ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect and the Owner. Without limitation, the Contractor shall obtain and deliver promptly to the Owner any certificates of final inspection of any part of the Work and operating permits for any mechanical apparatus, such as elevators, escalators, boilers, air compressors, etc., which may be required by law to permit full use and occupancy of the premises by the Owner. Receipt of such permits and certificates by the Owner shall be a condition precedent to Substantial Completion of the Work.

§ 13.5.5 If the Architect or Owner is to observe tests, inspections or approvals required by the Contract Documents, the Architect or Owner will do so promptly and, where practicable, at the normal place of testing.

§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work.

§ 13.6 INTEREST

Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate provided in Section 15.2 of the Agreement.

§ 13.7 (INTENTIONALLY OMITTED]

§ 13.8 The Contractor agrees that the Non-Disclosure Agreement between athenahealth, Inc. and the Contractor previously executed by the Contractor shall remain in full force and effect for the duration of the Project and this Contract.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		50
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ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT

§ 14.1 TERMINATION BY THE CONTRACTOR

§ 14.1.1 The Contractor may terminate the Contract as provided in Section 14.1.3 if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons:


.1	Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;


.2	An act of government, such as a declaration of national emergency that requires all Work to be stopped; or


.3	Because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents but only if the Contractor has provided written notice to the Owner of such failure to pay and the Owner does not make such payment within seven days of receipt of such notice.

§ 14.1.2 The Contractor may terminate the Contract as provided in Section 14.1.3 if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less.

§ 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor, if not in default hereunder, may, upon seven days’ written notice to the Owner and Architect, and provided such reason continues to exist at the end of such seven day period, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit thereon, and costs incurred by reason of such termination.

§ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ written notice to the Owner and the Architect (and provided such failure is not cured within such seven day period), terminate the Contract and recover from the Owner as provided in Section 14.1.3.

§ 14.2 TERMINATION BY THE OWNER FOR CAUSE

§ 14.2.1 The Owner may terminate the Contract if the Contractor


.1	repeatedly refuses or fails to supply enough properly skilled workers or proper materials;


.2	fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;


.3	repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or


.4	otherwise is guilty of substantial breach of a provision of the Contract Documents , or


.5	fails to pay the Contractor’s debts as they become due or makes a general assignment for the benefit of the Contractor’s creditors, or if a receiver is appointed on account of the Contractor’s insolvency.

§ 14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor if the Contractor fails to commence and diligently pursue a cure during such seven (7) day period and does cure the breach within such seven (7) day period, and may, subject to any prior rights of the surety:

.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment
and machinery thereon owned by the Contractor;

.2 Accept assignment of subcontracts pursuant to Section 5.4; and

.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor,

the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		51
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§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished.

§ 14.2.4 If the unpaid balance of the Contract Sum (excluding any Contingency remaining as of the date of termination) exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract.

§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE

§ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine.

§ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include the Contractor’s Fee as provided in the Agreement. No adjustment shall be made to the extent


.1	that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or


.2	that an equitable adjustment is made or denied under another provision of the Contract.

§ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE

§ 14.4.1 The Owner may, at any time, for the Owner’s convenience and without cause, terminate any portion of Work or all remaining Work by giving five days’ prior written notice to the Contractor specifying the portion of the Work to be terminated and the effective date of termination. The Contractor shall continue to prosecute the portion of the Work not terminated.

§ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the Contractor shall


.1	cease operations as directed by the Owner in the notice;


.2	take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and


.3	except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

§ 14.4.3 In case of such termination for the Owner’s convenience, the Contractor shall be entitled to receive payment for Work properly executed in accordance with the Contract Documents for costs of materials ordered and not yet incorporated into the Project but for which Contractor is obligated to pay (the basis for such payment shall be as provided in the Agreement), the applicable portion of the Contractor’s Fee and for costs incurred by the Contractor directly related to the termination of the Work including reasonable demobilization and cancellation charges. In the event of termination for the Owner’s convenience, the Owner will issue a Construction Change Directive or authorize a Change Order making any required adjustment to the Contract Sum.

ARTICLE 15 CLAIMS AND DISPUTES

§ 15.1 CLAIMS

§ 15.1.1 DEFINITION

A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. The Contractor understands that the requirements of Sections 15.1 and 15.2 are to be strictly adhered to and that none of the requirements relating to Claims shall be waived by the Owner by course of dealing, formally or informally, and that neither the Architect nor the Owner’s representative is authorized to waive any such requirements.

§ 15.1.2 NOTICE OF CLAIMS




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		52
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Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker.

Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. The Contractor shall use its best efforts to provide the Architect and the Owner with notice of any Claim including, without limitation, those in connection with concealed or unknown conditions, as expeditiously as possible (and in no event later than the time stated above) and shall cooperate with the Architect and the Owner in an effort to mitigate any potential damages, delay or other adverse consequences arising out of the condition which is the cause of the Claim. Failure by the Contractor to provide a notice of Claim within the time period specified above shall be conclusively deemed to be a waiver of such Claim. Notwithstanding the foregoing, Claims made by either party after final completion need not be sent to the Initial Decision Maker or the Architect.

§ 15.1.3 CONTINUING CONTRACT PERFORMANCE

Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments which are not in dispute in accordance with the Contract Documents. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Maker.

§ 15.1.4 CLAIMS FOR ADDITIONAL COST

If the Contractor wishes to make a Claim for an increase in the Contract Sum, or other compensation, for any reason, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4.

§ 15.1.5 CLAIMS FOR ADDITIONAL TIME

§ 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. The Contractor shall have the burden of demonstrating the effect of the claimed delay on the Contract Time, and shall furnish the Architect and the Owner with such documentation relating thereto as the Architect or the Owner may reasonably require.

§ 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and unavoidably caused a delay to critical path activities. The Contractor shall give written notice to the Owner (with supporting documentation) within ten (10) days following the occurrence of any adverse weather conditions for which the Contractor claims a time extension.

§ 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES

The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes


.1	damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and


.2	damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. The Contractor and the Owner recognize and agree that this waiver and limitation on the Owner’s recovery of consequential damages does not limit the Owner’s ability to recover direct, actual, and general damages from the Contractor as a result of the Contractor’s (or of anyone for whom the Contractor is responsible) fault, negligence, or omission under this Contract, nor shall it limit the Owner’s recovery of damages as provided in Section 4.4 of the Agreement. Notwithstanding anything to the contrary, nothing in the Contract Documents shall limit the Contractor’s liability for damages (whether consequential or otherwise) which are or would be covered by available insurance in the absence of this section or any other waiver contained in the Contract Documents, but only to the extent of amounts actually paid by the applicable insurers plus any deductibles or self-insured amounts. The parties’ mutual waiver of claims for consequential damages as provided herein shall not apply to claims of either party to the extent based upon claims of third parties.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		53
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§ 15.1.7 Any Claim by the Contractor due to the Owner’s rejection of the Contractor’s notice of substantial completion under
Section 9.8.2 shall be brought within 7 days of the Contractor’s receipt of the Owner’s rejection and shall be first referred to the Owner’s representative and the Contractor’s representative for resolution. If resolution does not occur within 7 days, the Claim shall be referred to the Architect for an initial decision in accordance with Section 15.2. The Owner shall request that the Architect render a decision within 10 days of such referral. The Architect’s decision, if accepted by the Owner and the Contractor, shall be the final and binding resolution of the dispute regarding the notice of substantial completion. If either party is not satisfied with the Architect’s decision, such party may proceed under the dispute resolution provisions of this Article 15.

§ 15.2 INITIAL DECISION

§ 15.2.1 If agreed by both parties, any Claim, excluding those arising under Sections 10.3 or 10.4 or Articles 11 or 14 may be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner.

§ 15.2.2 The Initial Decision Maker will review Claims referred to it and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker’s sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim.

§ 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner’s expense.

§ 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of such request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part.

§ 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any proposed change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding if accepted by both parties. If either party does not accept the initial decision, the Claim shall be resolved pursuant to Section 15.3 or Section 15.5.

§ 15.2.6 Either party may request mediation of an initial decision at any time.

(Paragraph deleted)

§ 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy.

§ 15.2.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. Nothing in this Section 15.2.8 shall reduce or limit Contractor’s obligation to discharge liens pursuant to Section 3.19.1.




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		54
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§ 15.3 MEDIATION

§ 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those waived pursuant to the provisions of the Contract Documents, may be subject to mediation as a condition precedent to litigation or other binding dispute resolution if both parties consent thereto.

§ 15.3.2 In the event that the parties endeavor to resolve their Claims by mediation, unless the parties mutually agree otherwise, the mediation shall be administered by JAMS in Boston, Massachusetts A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event and if consented to by both parties, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section

15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings.

§ 15.3.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

§ 15.4 ARBITRATION (INTENTIONALLY DELETED.]

(Paragraphs deleted)

§ 15.5 LITIGATION

§ 15.5.1 Any dispute which is not resolved may be subject to litigation by either party. Any suit by either party shall be brought only in the county and state where the Project is located. The parties hereto waive any argument that this venue is not appropriate or that the forum is inconvenient. The parties hereto waive all rights, if any, to a jury trial in any disputes arising from or relating to this Agreement. The prevailing party shall have its reasonable attorney’s fees reimbursed by the losing party.

§ 15.5.2 Unless ordered by the Owner to suspend all or a portion of service hereunder, the Contractor shall proceed with the performance of this Agreement without any interruption or delay during the pendency of any of the foregoing dispute resolution procedures.

§ 15.5.3 JOINDER. Notwithstanding anything to the contrary, (i) in the event of any mediation or legal proceeding between the Owner and any third party arising out of or relating to the Project, the Contractor agrees that the Owner may join the Contractor in any such proceedings and that the Owner may consolidate any such proceedings with any proceeding between the Contractor and the Owner under this Agreement, and (ii) the Owner may make persons other than the Owner and the Contractor parties to any mediation, arbitration, or legal proceeding hereunder with respect to any claim, dispute or other matter in question arising out of the Project.

(Paragraph deleted)




Init. /	AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^®Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:16:26 on 12/02/2016 under Order No.8702051788_1 which expires on 01/11/2017, and is not for resale.		55
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EX-10.27 4 athn-20161231xexx1027.htm DIRECTOR COMPENSATION PLAN Exhibit

ATHENAHEALTH, INC.

DIRECTOR COMPENSATION PLAN

(Effective January 1, 2017)

The Director Compensation Plan (the “Plan”) of athenahealth, Inc. (the “Company”) applies to non-employee directors (each, a “Director”), who shall receive the compensation set forth in this Plan for their service on the Company’s Board of Directors (the “Board”).



Cash Compensation*
Annual Cash Retainers	Amount
Director	$60,000
Lead Director	$20,000
Audit Committee Chair	$20,000
Compensation Committee Chair	$15,000
Nominating and Corporate Governance Committee Chair	$12,500
Special Per Meeting Fees
Special Committee of the Board	$2,000/mtg
Irregular or unscheduled Board or Committee Meeting**	$2,000/mtg

*All cash compensation is payable quarterly, in arrears, and shall be pro-rated for any partial period.

**To be paid at the discretion of the Nominating and Corporate Governance Committee Chair.



Equity Compensation — Annual Equity Award^{^}
	Award Value
Director	$225,000

^{^}The Annual Equity Awards (“Equity Awards”) are subject to the following terms:


(1)	The date of grant for the Equity Award shall be the first business day in the month of March (the “Grant Date”);


(2)	The grant amount of the Equity Award will be the number of whole common stock equivalents closest in value to the quotient of $225,000 divided by the Grant Date closing price;


(3)	The Equity Award will vest in full on the first anniversary of the Grant Date, subject to continued service on the Board;


(4)	Equity Awards granted to new Directors will be pro-rated for partial year service and granted on the first business day of the month immediately following the later of (a) the Director’s initial date of service, or (b) the date on which such Equity Award is approved; and


(5)	Equity Awards granted under this Plan are made pursuant to the Company’s 2007 Stock Option and Incentive Plan and subject to the terms and conditions thereof.

In addition to the cash and equity compensation described above, the Company reimburses each Director for reasonable travel and other expenses in connection with their attendance at meetings of the Board or committees thereof.

This Plan is prospective from its effective date and will not affect compensation paid or granted before that date. This Plan may be amended from time to time by vote of the Board of Directors. This Plan does not affect the obligations of the Company to indemnify directors as set forth in relevant sections of the Company’s charter documents or indemnification agreements. Questions or issues concerning Plan application and administration will be addressed by the Nominating and Corporate Governance Committee of the Board of Directors.

EX-21.1 5 athn-20161231xexx211.htm SUBSIDIARIES OF REGISTRANT Exhibit

EXHIBIT 21.1

Subsidiaries of Registrant



Name		Jurisdiction of Organization
Athena Arsenal, LLC		Massachusetts
Athena Point Lookout, LLC		Maine
athenahealth MA, Inc.		Massachusetts
athenahealth Technology Private Limited		India
Dionysus, LLC		Massachusetts
Epocrates, LLC		Delaware
Filament Labs, Inc.		Delaware
MDP Accelerator, LLC		Delaware
Razor Insights, LLC		Georgia
RazorInsights Technology Private Limited		India
Silenus, LLC		Massachusetts

EX-23.1 6 athn-20161231xexx231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-146340, 333-172619, 333-183053, 333-187244, and 333-209665 each on Form S-8 of our reports dated February 2, 2017, relating to the financial statements of athenahealth, Inc. and subsidiaries, and the effectiveness of athenahealth, Inc.’s internal control over financial reporting appearing in this Annual Report on Form 10-K of athenahealth, Inc. for the year ended December 31, 2016.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 2, 2017

EX-31.1 7 athn-20161231xex311.htm RULE 13A-14(A) OR 15D-14 CERTIFICATION OF CHIEF EXECUTIVE OFFICER Exhibit

EXHIBIT 31.1

Certification

I, Jonathan Bush, certify that:

1. I have reviewed this Annual Report on Form 10-K of athenahealth, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date:	February 2, 2017	/s/ Jonathan Bush
		Chief Executive Officer

EX-31.2 8 athn-20161231xex312.htm RULE 13A-14(A) OR 15D-14 CERTIFICATION OF CHIEF FINANCIAL OFFICER Exhibit

EXHIBIT 31.2

Certification

I, Karl A. Stubelis, certify that:

1. I have reviewed this Annual Report on Form 10-K of athenahealth, Inc;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date:	February 2, 2017	/s/ Karl A. Stubelis
		Chief Financial Officer and Senior Vice President

EX-32.1 9 athn-20161231xex321.htm EXHIBIT 32.1 Exhibit

EXHIBIT 32.1

The following certification is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). This certification is not to be deemed a part of the Report, nor is it deemed to be “filed” for any purpose whatsoever.

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350), each of the undersigned hereby certifies, to our knowledge, that:

(i) this Annual Report on Form 10-K for the year ended December 31, 2016, which this statement accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii) the information contained in this Annual Report on Form 10-K for the year ended December 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of athenahealth, Inc.

Dated as of this 2nd day of February 2017.




/s/ Jonathan Bush				/s/ Karl A. Stubelis
Jonathan Bush Chief Executive Officer				Karl A. Stubelis Chief Financial Officer and Senior Vice President

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<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Activity in the allowance for doubtful accounts is as follows:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:86.93957115009746%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:65%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning balance</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provision</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Ending balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">General</font><font style="font-family:inherit;font-size:10pt;"> – athenahealth, Inc. (“athenahealth,” the “Company,” “we,” or “our”) partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-based medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back office work at scale so providers can focus on patients, not paperwork. Our clients largely consist of medical group practices ranging in size throughout the United States of America. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Incentives Received from Governmental Bodies </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Sales and Use Taxes </font><font style="font-family:inherit;font-size:10pt;">– Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with clients provide that payment of any sales or use tax assessments is the responsibility of the client. In certain jurisdictions, sales taxes are collected from the client and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capitalized software consisted of the following: </font></div><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:center;text-indent:24px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:95.71150097465888%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:56%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="padding-bottom:6px;padding-top:6px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capitalized internal-use software development costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">122.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">114.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Acquired third-party software licenses for internal use</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total gross capitalized software for internal-use</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">170.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">140.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(82.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(61.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capitalized internal-use software in process</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total capitalized software costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">125.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">107.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Advertising Expenses</font><font style="font-family:inherit;font-size:10pt;"> – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income. </font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation</font><font style="font-family:inherit;font-size:10pt;"> – During 2016, we adopted a change in presentation on our consolidated statements of income in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses, depreciation, and amortization of capitalized software. In addition, in 2016, we changed the rounding of our financial statements from thousands to millions. Prior periods have been revised to reflect this change in presentation. </font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Business Combinations</font><font style="font-family:inherit;font-size:10pt;"> – We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management’s estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition. </font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and Cash Equivalents</font><font style="font-family:inherit;font-size:10pt;"> – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Concentrations of Credit Risk</font><font style="font-family:inherit;font-size:10pt;"> – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivable, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to client accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our clients.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Principles of Consolidation</font><font style="font-family:inherit;font-size:10pt;"> – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Exit Costs, Including Restructuring Costs</font><font style="font-family:inherit;font-size:10pt;"> – Exit costs, including restructuring costs, represent costs related to workforce reductions and to terminate certain lease or other contractual agreements for strategic re-alignment purposes. During the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">, the costs related to workforce reductions are primarily included in research and development expenses. During the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">, the costs related to termination of leases and contractual agreements and are primarily included in general and administrative expenses.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">DEBT</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On May 5, 2015, we entered into an amended and restated credit agreement, which we refer to as the 2015 Credit Agreement. The 2015 Credit Agreement amended and restated our previous credit agreement, dated as of May 10, 2013, which we refer to as the 2013 Credit Agreement, and provides for a </font><font style="font-family:inherit;font-size:10pt;">$500.0 million</font><font style="font-family:inherit;font-size:10pt;"> senior credit facility, or 2015 Senior Credit Facility, consisting of a </font><font style="font-family:inherit;font-size:10pt;">$300.0 million</font><font style="font-family:inherit;font-size:10pt;"> unsecured term loan facility and a </font><font style="font-family:inherit;font-size:10pt;">$200.0 million</font><font style="font-family:inherit;font-size:10pt;"> unsecured revolving credit facility. As of December 31, 2016 and 2015, </font><font style="font-family:inherit;font-size:10pt;">$292.5 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$300.0 million</font><font style="font-family:inherit;font-size:10pt;"> was outstanding on the unsecured term loan facility, respectively. A portion of the proceeds received from the 2015 Senior Credit Facility were used to repay the outstanding revolving loans under the 2013 Credit Agreement such that there were </font><font style="font-family:inherit;font-size:10pt;">no</font><font style="font-family:inherit;font-size:10pt;"> revolving loans outstanding on the closing of the 2015 Credit Agreement.</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The 2015 Credit Agreement contains terms and conditions that are customary to credit facilities of this nature. The Senior Credit Facility may be used for refinancing existing indebtedness and for working capital and other general corporate purposes. We may increase the revolving credit facility up to an additional </font><font style="font-family:inherit;font-size:10pt;">$100.0 million</font><font style="font-family:inherit;font-size:10pt;"> and may increase the term loan facility to the extent that such amount will not cause us to be in breach of our financial covenants, subject to certain conditions, including obtaining lender commitments. The 2015 Senior Credit Facility matures on May 5, 2020, although we may prepay the 2015 Senior Credit Facility in whole or in part at any time without premium or penalty, and the unutilized portion of the commitments may be irrevocably reduced or terminated by us in whole or in part without penalty or premium.</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At our option, any loans under the 2015 Senior Credit Facility (other than swing line loans) will bear interest at a rate equal to (i) the British Bankers Association London Interbank Offered Rate, or LIBOR, plus an interest margin based on our consolidated leverage ratio, or (ii) the base rate (which is the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus </font><font style="font-family:inherit;font-size:10pt;">0.50%</font><font style="font-family:inherit;font-size:10pt;">, and (c) one month LIBOR plus </font><font style="font-family:inherit;font-size:10pt;">1.00%</font><font style="font-family:inherit;font-size:10pt;">) plus an interest margin based on our consolidated leverage ratio. The interest rate for the 2015 Senior Credit Facility as of </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and 2015 was </font><font style="font-family:inherit;font-size:10pt;">1.61%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">1.74%</font><font style="font-family:inherit;font-size:10pt;">, respectively. We will pay a commitment fee during the term of the 2015 Senior Credit Facility, which varies between </font><font style="font-family:inherit;font-size:10pt;">0.20%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">0.40%</font><font style="font-family:inherit;font-size:10pt;"> based on our consolidated leverage ratio.</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred financing fees of </font><font style="font-family:inherit;font-size:10pt;">$1.0 million</font><font style="font-family:inherit;font-size:10pt;"> for the 2015 Senior Credit Facility, which are being amortized as interest expense in the Consolidated Statements of Income over the </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;">-year term of the agreement.</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Future principal payments of the unsecured term loan facility at </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;"> were as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:86.54970760233918%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:80%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">225.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">292.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less current portion</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term portion</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">273.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Deferred Rent</font><font style="font-family:inherit;font-size:10pt;"> – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These tenant improvement allowances and other incentives are recorded when realizable as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets consist of the following:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:76.60818713450293%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:3%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other prepaid expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other receivables</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid maintenance and support</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options, restricted stock units, and shares to be purchased under the employee stock purchase plan. Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted net income (loss) per share if their effect would be anti-dilutive to earnings per share; therefore, in periods of net loss, shares used to calculate basic and dilutive net loss per share are equivalent.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Currency Translation</font><font style="font-family:inherit;font-size:10pt;"> – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive income (loss).</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">GOODWILL AND PURCHASED INTANGIBLE ASSETS</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Goodwill</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the activity related to the carrying value of our goodwill during the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:82%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross balance as of January 1, 2015</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">198.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill recorded in connection with the acquisition of Razor Insights, LLC</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross balance as of December 31, 2015</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">229.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill recorded in connection with the acquisition of Arsenal Health</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill recorded in connection with the acquisition of Filament Labs, Inc.</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross balance as of December 31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Purchased Intangible Assets</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Finite-lived intangible assets acquired as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.26900584795322%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Accumulated</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Developed technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Doctor network</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">104.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Drug information content</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade name</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trademark</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Above market leases </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leases in place</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">167.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(55.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">    </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.85380116959064%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Accumulated</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Developed technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Doctor network</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">104.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Drug information content</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade name</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trademark</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Above market leases </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leases in place</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">183.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(57.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">126.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> Amortization expense on purchased intangible assets for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$20.8 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$24.0 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$28.6 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, and is included in cost of revenue and selling and marketing expense. Estimated amortization expense on purchased intangible assets, based upon our intangible assets at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">, is as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:82%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year ending December 31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Purchased Intangible Assets </font><font style="font-family:inherit;font-size:10pt;">– Most of our purchased intangible assets were acquired in connection with business acquisitions, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Long-Lived Assets</font><font style="font-family:inherit;font-size:10pt;"> – Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes</font><font style="font-family:inherit;font-size:10pt;"> – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. Any change in an enacted tax rate would result in a charge or credit to the income tax provision. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. We record interest and penalties related to unrecognized tax benefits in income tax expense.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;"></font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Capitalized Interest Cost</font><font style="font-family:inherit;font-size:10pt;"> – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Capitalized Software Costs</font><font style="font-family:inherit;font-size:10pt;"> – We capitalize certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful lives of the software is </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> years</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Investments</font><font style="font-family:inherit;font-size:10pt;"> – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee, the type of equity held and the level of equity interest held in the investee. Marketable securities, if any, are also accounted for as available-for-sale investments and recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are included in accumulated other comprehensive (loss) income. The Company determines realized gains and losses based on the specific identification method. Management monitors and assesses individual investments for other-than-temporary impairment on a quarterly basis. </font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">New Accounting Pronouncements</font><font style="font-family:inherit;font-size:10pt;"> – In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> Stock Compensation (Topic 718)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods; however, early adoption is permitted. We have evaluated ASU 2016-09 and believe that when we adopt this standard for January 1, 2017, our effective tax rate going forward will be impacted. Also, upon adoption, we will recognize our previously unrecognized excess tax benefits using the modified retrospective transition method, which will result in a cumulative-effect increase of </font><font style="font-family:inherit;font-size:10pt;">$49.2 million</font><font style="font-family:inherit;font-size:10pt;"> to retained earnings and deferred tax assets. In addition, upon adoption, we no longer intend to calculate an estimate of expected forfeitures and will begin to recognize forfeitures as they occur, which will result in a cumulative-effect increase of </font><font style="font-family:inherit;font-size:10pt;">$1.0 million</font><font style="font-family:inherit;font-size:10pt;"> to retained earnings with the offset to decrease additional paid-in capital. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU 2016-02, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases (Topic 842)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2016-02 most significantly impacts lessee accounting and disclosures. First, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under ASU 2016-02, for lease arrangements exceeding a 12-month term, a right-of-use asset and lease obligation is recorded by the lessee for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We anticipate that this standard will have a material impact on our consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. We intend to early adopt this standard effective January 1, 2018 using a modified retrospective approach. </font></div><div style="line-height:120%;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2015, the FASB issued ASU 2015-14, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers</font><font style="font-family:inherit;font-size:10pt;">, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09, which was issued in March 2014 and has been codified with the Accounting Standards Codification as Topic 606, is now effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, ASC 606 provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASC 606 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Since ASU 2014-09 was issued, several additional ASUs have been issued and incorporated within ASC 606 to clarify various elements of the guidance. We anticipate that this standard will have a material impact on our consolidated financial statements with respect to the capitalization of costs of commissions, upfront costs, and other contract acquisition-based and contract fulfillment costs on our consolidated balance sheets. We are continuing to assess all potential impacts of the standard, including the impact to the pattern with which we recognize revenue. </font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">General</font><font style="font-family:inherit;font-size:10pt;"> – athenahealth, Inc. (“athenahealth,” the “Company,” “we,” or “our”) partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-based medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back office work at scale so providers can focus on patients, not paperwork. Our clients largely consist of medical group practices ranging in size throughout the United States of America. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Principles of Consolidation</font><font style="font-family:inherit;font-size:10pt;"> – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Presentation</font><font style="font-family:inherit;font-size:10pt;"> – During 2016, we adopted a change in presentation on our consolidated statements of income in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses, depreciation, and amortization of capitalized software. In addition, in 2016, we changed the rounding of our financial statements from thousands to millions. Prior periods have been revised to reflect this change in presentation. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Use of Estimates</font><font style="font-family:inherit;font-size:10pt;"> – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including the expected client life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) fair value of identifiable purchased tangible and intangible assets in a business combination; (6) determination of the reporting unit(s) for goodwill impairment testing; (7) litigation reserves; and (8) capitalized software costs. Actual results could significantly differ from those estimates.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Segment Reporting</font><font style="font-family:inherit;font-size:10pt;"> – Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the CODM, or decision-making group in assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from income taxes; total other (expense) income; stock-based compensation expense; amortization of capitalized stock-based compensation related to software development; amortization of purchased intangible assets; integration and transaction costs; and exit costs, including restructuring costs) as the measure of our profit on a regular basis. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition</font><font style="font-family:inherit;font-size:10pt;"> – We recognize revenue when there is evidence of an arrangement, the service has been provided to the client, the collection of the fees is reasonably assured, and the amount of fees to be paid by the client is fixed or determinable.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We derive our revenue from </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> sources: business services, and implementation and other services. Business services primarily consists of revenue from our network-enabled billing and practice management service; EHR service; patient engagement and communication service; order transmission and care coordination service; and population health service, as well as clinical decision support through Epocrates and other point-of-care mobile applications. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our clients typically purchase </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;">-year service contracts for our integrated, network-enabled services that renew automatically. In most cases, our clients may terminate their agreements with </font><font style="font-family:inherit;font-size:10pt;">90</font><font style="font-family:inherit;font-size:10pt;"> days' notice without cause. We typically retain the right to terminate client agreements in the same timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to athenaNet, minimum fees, flat fees, or per-claim fees. We do not recognize revenue for athenahealth-branded business services fees until client collections are posted, as the services fees are not fixed or determinable until such time. Unbilled amounts that have been earned are accrued and recorded as revenue and are included in our accounts receivable balances.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Members enter into subscriptions to the Epocrates point-of-care medical application via an internal or third-party digital distribution platform or through a redeemable subscription code which expires within </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, which is typically </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, which begins upon activation of the subscription through expiration of the term and is typically </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year. If a subscription code expires before it is redeemed, revenue is recognized upon expiration.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sponsored clinical information and decision support service clients are charged a fee for the service or group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Each service deliverable within these multiple element arrangements is accounted for as a separate unit if the delivered item or items have value to the client on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the client. We allocate arrangement consideration to each deliverable using our best estimate of selling price, or BESP, if we do not have vendor specific objective evidence of the selling price, or VSOE, or third-party evidence of selling price, or TPE, of fair value. As a result, any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative selling price of each element.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. Due to the specific nature of these agreements, the highly-customized offerings, and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, and the comparable pricing of products with similar functionality cannot be obtained, we are also currently unable to determine TPE. We therefore use BESP to establish the relative selling price of our individual deliverables and allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, and pricing practices.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Implementation and other services revenue primarily consists of the amortization of deferred revenue on implementation services. Prior to 2014, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was recognized ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> years. We evaluate the length of the amortization period of the implementation fees based on our experience with client contract renewals and consideration of the period over which those clients will receive benefits from our current portfolio of services. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the client from us or third-party vendors, and therefore, have stand-alone value and are recognized upon delivery of service. When we made this change, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the client life. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining client lives. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> Certain expenses related to the implementation, go-live and training of a client, such as out-of-pocket travel, are typically reimbursed by the client. This is accounted for as both revenue and expense in the period the cost is incurred. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Research and Development Expense</font><font style="font-family:inherit;font-size:10pt;"> – Research and development expense consists primarily of compensation expense (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). Research and development expense also includes allocated amounts for overhead, depreciation, and amortization.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Stock-Based Compensation</font><font style="font-family:inherit;font-size:10pt;"> – We account for share-based awards, including shares issued under employee stock purchase plans; stock options; and restricted stock units with compensation cost measured using the fair value of the awards issued. We use the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. We generally issue previously unissued shares for the exercise of stock options; however, we may reissue previously acquired treasury shares to satisfy these awards in the future.</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Certain employees have received awards for which the ultimate number of shares that will be subject to vesting is dependent upon the achievement of certain financial targets for the year. Such determination is not made until the award’s vesting determination date, which is the date our fiscal year financial statements are available. The award is initially recorded at the maximum attainable number of shares that is most likely to be subject to vesting based on available financial forecasts as of the date of grant. This amount is adjusted on a quarterly basis as new financial forecasts become available. Stock‑based compensation expense for these awards is recorded over the requisite service period, generally </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> years. Such awards generally vest ratably over </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> years from the vesting determination date.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Advertising Expenses</font><font style="font-family:inherit;font-size:10pt;"> – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income. Advertising expense totaled </font><font style="font-family:inherit;font-size:10pt;">$30.6 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$28.1 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$15.5 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and Cash Equivalents</font><font style="font-family:inherit;font-size:10pt;"> – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Investments</font><font style="font-family:inherit;font-size:10pt;"> – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee, the type of equity held and the level of equity interest held in the investee. Marketable securities, if any, are also accounted for as available-for-sale investments and recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are included in accumulated other comprehensive (loss) income. The Company determines realized gains and losses based on the specific identification method. Management monitors and assesses individual investments for other-than-temporary impairment on a quarterly basis. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We had </font><font style="font-family:inherit;font-size:10pt;">no</font><font style="font-family:inherit;font-size:10pt;"> available-for-sale equity securities as of </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and December 31, 2015.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Concentrations of Credit Risk</font><font style="font-family:inherit;font-size:10pt;"> – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivable, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to client accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our clients. No single client accounted for a significant amount of revenues for the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;">. No single client accounted for a significant portion of accounts receivable as of </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Accounts Receivable</font><font style="font-family:inherit;font-size:10pt;"> – Accounts receivable represents unbilled amounts and amounts due from clients for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Activity in the allowance for doubtful accounts is as follows:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:86.93957115009746%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:65%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:8%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning balance</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provision</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Ending balance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Prepaid Expenses and Other Current Assets</font><font style="font-family:inherit;font-size:10pt;"> – Prepaid expenses and other current assets consist of the following:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:76.60818713450293%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:73%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:3%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other prepaid expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other receivables</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid maintenance and support</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid expenses and other current assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Property and Equipment</font><font style="font-family:inherit;font-size:10pt;"> – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:77.97270955165692%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment, furniture, and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-5 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Aircraft</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30-40 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10-25 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10 years</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Costs associated with maintenance and repairs are expensed as incurred. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Capitalized Interest Cost</font><font style="font-family:inherit;font-size:10pt;"> – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Capitalized Software Costs</font><font style="font-family:inherit;font-size:10pt;"> – We capitalize certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful lives of the software is </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> years (refer to Note 6 – Capitalized Software Costs). </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Long-Lived Assets</font><font style="font-family:inherit;font-size:10pt;"> – Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell. </font><font style="font-family:inherit;font-size:10pt;">No</font><font style="font-family:inherit;font-size:10pt;"> impairment losses have been recognized.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. </font><font style="font-family:inherit;font-size:10pt;">No</font><font style="font-family:inherit;font-size:10pt;"> impairments have been recognized.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Purchased Intangible Assets </font><font style="font-family:inherit;font-size:10pt;">– Most of our purchased intangible assets were acquired in connection with business acquisitions, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Accrued expenses and accrued compensation</font><font style="font-family:inherit;font-size:10pt;"> – Accrued expenses consist of the following:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:91.81286549707602%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:74%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">As of December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued bonus</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued vacation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued payroll</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued commissions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued compensation expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General operations accrued liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued property and equipment additions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Deferred Rent</font><font style="font-family:inherit;font-size:10pt;"> – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These tenant improvement allowances and other incentives are recorded when realizable as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Exit Costs, Including Restructuring Costs</font><font style="font-family:inherit;font-size:10pt;"> – Exit costs, including restructuring costs, represent costs related to workforce reductions and to terminate certain lease or other contractual agreements for strategic re-alignment purposes. During the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">, the costs related to workforce reductions are primarily included in research and development expenses. During the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">, the costs related to termination of leases and contractual agreements and are primarily included in general and administrative expenses.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The activity related to the exit cost accrual during the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;"> consist of the following:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:91.03313840155946%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:43%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Workforce Reductions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Termination of Leases and Contractual Agreements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrual at December 31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Payments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrual at December 31, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Payments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrual at December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Deferred Revenue</font><font style="font-family:inherit;font-size:10pt;"> – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue primarily includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which are recognized based upon contractual deliverables and pre-2014 implementation services fees which continue to be recognized as revenue ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">12</font><font style="font-family:inherit;font-size:10pt;"> years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current.</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Preferred Stock</font><font style="font-family:inherit;font-size:10pt;"> – Our Board of Directors has the authority, without further action by stockholders, to issue up to </font><font style="font-family:inherit;font-size:10pt;">5 million</font><font style="font-family:inherit;font-size:10pt;"> shares of preferred stock in </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> or more series. Our Board of Directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. The ability to issue preferred stock could delay or impede a change in control. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">no</font><font style="font-family:inherit;font-size:10pt;"> shares of preferred stock were outstanding.</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Common Stock</font><font style="font-family:inherit;font-size:10pt;"> – Common stockholders are entitled to </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> vote per share and dividends, when declared by the Board of Directors, subject to any preferential rights of preferred stockholders.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Business Combinations</font><font style="font-family:inherit;font-size:10pt;"> – We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management’s estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition. We have applied this acquisition method to the transactions described in Note 2 – Business Combinations.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Related Party Transaction </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">We have a long-term investment in a vendor. The total expense related to this vendor for the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;">$41.1 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$23.6 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$11.3 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, and the total amount payable related to this vendor at </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;">$4.6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$2.3 million</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Chief Executive Officer periodically charters our company aircraft for personal use. The total amount of revenue associated with his plane usage was </font><font style="font-family:inherit;font-size:10pt;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.2 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December 31, 2016 and 2015, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes</font><font style="font-family:inherit;font-size:10pt;"> – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. Any change in an enacted tax rate would result in a charge or credit to the income tax provision. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. We record interest and penalties related to unrecognized tax benefits in income tax expense.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Sales and Use Taxes </font><font style="font-family:inherit;font-size:10pt;">– Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with clients provide that payment of any sales or use tax assessments is the responsibility of the client. In certain jurisdictions, sales taxes are collected from the client and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Incentives Received from Governmental Bodies </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> </font><font style="font-family:inherit;font-size:10pt;">From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met. We recognized </font><font style="font-family:inherit;font-size:10pt;">$3.8 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$4.1 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$1.2 million</font><font style="font-family:inherit;font-size:10pt;"> from our participation in incentive programs during the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Currency Translation</font><font style="font-family:inherit;font-size:10pt;"> – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive income (loss).</font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Employee Benefit Plan </font><font style="font-family:inherit;font-size:10pt;">– We sponsor a 401(k) retirement savings plan, which we refer to as the 401(k) Plan, under which eligible employees may contribute, on a pre-tax basis, specified percentages of their compensation, subject to maximum aggregate annual contributions imposed by the Internal Revenue Code of 1986. All employee contributions are allocated to the employee’s individual account and are invested in various investment options as directed by the employee. Employees’ cash contributions are fully vested and non-forfeitable. We may make a discretionary contribution in any year, subject to authorization by our Board of Directors. During the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;">, our contributions to the 401(k) Plan were </font><font style="font-family:inherit;font-size:10pt;">$11.3 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$5.3 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$4.5 million</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">New Accounting Pronouncements</font><font style="font-family:inherit;font-size:10pt;"> – In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation </font><font style="font-family:inherit;font-size:10pt;">–</font><font style="font-family:inherit;font-size:10pt;font-style:italic;"> Stock Compensation (Topic 718)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods; however, early adoption is permitted. We have evaluated ASU 2016-09 and believe that when we adopt this standard for January 1, 2017, our effective tax rate going forward will be impacted. Also, upon adoption, we will recognize our previously unrecognized excess tax benefits using the modified retrospective transition method, which will result in a cumulative-effect increase of </font><font style="font-family:inherit;font-size:10pt;">$49.2 million</font><font style="font-family:inherit;font-size:10pt;"> to retained earnings and deferred tax assets. In addition, upon adoption, we no longer intend to calculate an estimate of expected forfeitures and will begin to recognize forfeitures as they occur, which will result in a cumulative-effect increase of </font><font style="font-family:inherit;font-size:10pt;">$1.0 million</font><font style="font-family:inherit;font-size:10pt;"> to retained earnings with the offset to decrease additional paid-in capital. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2016, the FASB issued ASU 2016-02, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Leases (Topic 842)</font><font style="font-family:inherit;font-size:10pt;">. ASU 2016-02 most significantly impacts lessee accounting and disclosures. First, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under ASU 2016-02, for lease arrangements exceeding a 12-month term, a right-of-use asset and lease obligation is recorded by the lessee for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We anticipate that this standard will have a material impact on our consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. We intend to early adopt this standard effective January 1, 2018 using a modified retrospective approach. </font></div><div style="line-height:120%;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2015, the FASB issued ASU 2015-14, </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue from Contracts with Customers</font><font style="font-family:inherit;font-size:10pt;">, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09, which was issued in March 2014 and has been codified with the Accounting Standards Codification as Topic 606, is now effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, ASC 606 provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASC 606 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Since ASU 2014-09 was issued, several additional ASUs have been issued and incorporated within ASC 606 to clarify various elements of the guidance. We anticipate that this standard will have a material impact on our consolidated financial statements with respect to the capitalization of costs of commissions, upfront costs, and other contract acquisition-based and contract fulfillment costs on our consolidated balance sheets. We are continuing to assess all potential impacts of the standard, including the impact to the pattern with which we recognize revenue.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Property and Equipment</font><font style="font-family:inherit;font-size:10pt;"> – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:77.97270955165692%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment, furniture, and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-5 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Aircraft</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30-40 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10-25 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10 years</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Costs associated with maintenance and repairs are expensed as incurred. </font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Depreciation is calculated on a straight-line basis over the following estimated useful lives:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:77.97270955165692%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td><td style="width:25%;" rowspan="1" colspan="1"></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment, furniture, and fixtures</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3-5 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Aircraft</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30-40 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building improvements</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10-25 years</font></div></td></tr><tr><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land improvements</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10 years</font></div></td></tr></table></div></div></div><div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment consists of the following:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:66%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equipment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">141.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture and fixtures</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leasehold improvements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Aircraft</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Building improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land improvements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total property and equipment, at cost</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">427.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated depreciation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(155.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(116.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Construction in progress</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment, net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">347.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">321.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">QUARTERLY FINANCIAL INFORMATION (UNAUDITED)</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selected quarterly financial information follows for the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="21" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">First</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Second</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Third</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Business services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">254.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">267.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Implementation and other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">261.9</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">276.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">288.2</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,082.9</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost of revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">134.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">533.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross profit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">129.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">142.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">549.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Operating Expenses:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and marketing</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">61.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Research and development</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">2</sup> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">134.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General and administrative</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total other operating expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">126.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">142.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">522.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating income (loss)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other expense</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(Loss) income before income tax (provision) benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax benefit (provision)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Basic</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.02</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.25</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.02</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.05</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing net (loss) income per share:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;background-color:#cceeff;">Diluted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font><font style="font-family:inherit;font-size:10pt;">Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies. </font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">2</sup></font><font style="font-family:inherit;font-size:10pt;">Includes </font><font style="font-family:inherit;font-size:10pt;">$6.6 million</font><font style="font-family:inherit;font-size:10pt;"> of the </font><font style="font-family:inherit;font-size:10pt;">$7.3 million</font><font style="font-family:inherit;font-size:10pt;"> in restructuring costs related to strategic workforce re-alignment disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies. </font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selected quarterly financial information follows for the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">First<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Second<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Third<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Business services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">197.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">215.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">225.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">886.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Implementation and other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">206.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">224.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">236.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">257.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">924.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost of revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">462.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross profit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">462.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Operating Expenses:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and marketing</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">237.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Research and development</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General and administrative</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total other operating expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">114.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating (loss) income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (expense) income:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total other (expense) income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(Loss) income before income tax benefit (provision)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax benefit (provision)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Basic</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Diluted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.24</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing net (loss) income per share:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font><font style="font-family:inherit;font-size:10pt;">Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies. </font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Accounts Receivable</font><font style="font-family:inherit;font-size:10pt;"> – Accounts receivable represents unbilled amounts and amounts due from clients for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Research and Development Expense</font><font style="font-family:inherit;font-size:10pt;"> – Research and development expense consists primarily of compensation expense (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). Research and development expense also includes allocated amounts for overhead, depreciation, and amortization.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Deferred Revenue</font><font style="font-family:inherit;font-size:10pt;"> – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue primarily includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which are recognized based upon contractual deliverables and pre-2014 implementation services fees which continue to be recognized as revenue ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">12</font><font style="font-family:inherit;font-size:10pt;"> years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition</font><font style="font-family:inherit;font-size:10pt;"> – We recognize revenue when there is evidence of an arrangement, the service has been provided to the client, the collection of the fees is reasonably assured, and the amount of fees to be paid by the client is fixed or determinable.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We derive our revenue from </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> sources: business services, and implementation and other services. Business services primarily consists of revenue from our network-enabled billing and practice management service; EHR service; patient engagement and communication service; order transmission and care coordination service; and population health service, as well as clinical decision support through Epocrates and other point-of-care mobile applications. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our clients typically purchase </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;">-year service contracts for our integrated, network-enabled services that renew automatically. In most cases, our clients may terminate their agreements with </font><font style="font-family:inherit;font-size:10pt;">90</font><font style="font-family:inherit;font-size:10pt;"> days' notice without cause. We typically retain the right to terminate client agreements in the same timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to athenaNet, minimum fees, flat fees, or per-claim fees. We do not recognize revenue for athenahealth-branded business services fees until client collections are posted, as the services fees are not fixed or determinable until such time. Unbilled amounts that have been earned are accrued and recorded as revenue and are included in our accounts receivable balances.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Members enter into subscriptions to the Epocrates point-of-care medical application via an internal or third-party digital distribution platform or through a redeemable subscription code which expires within </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, which is typically </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, which begins upon activation of the subscription through expiration of the term and is typically </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year. If a subscription code expires before it is redeemed, revenue is recognized upon expiration.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sponsored clinical information and decision support service clients are charged a fee for the service or group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Each service deliverable within these multiple element arrangements is accounted for as a separate unit if the delivered item or items have value to the client on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the client. We allocate arrangement consideration to each deliverable using our best estimate of selling price, or BESP, if we do not have vendor specific objective evidence of the selling price, or VSOE, or third-party evidence of selling price, or TPE, of fair value. As a result, any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative selling price of each element.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. Due to the specific nature of these agreements, the highly-customized offerings, and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, and the comparable pricing of products with similar functionality cannot be obtained, we are also currently unable to determine TPE. We therefore use BESP to establish the relative selling price of our individual deliverables and allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, and pricing practices.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Implementation and other services revenue primarily consists of the amortization of deferred revenue on implementation services. Prior to 2014, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was recognized ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> years. We evaluate the length of the amortization period of the implementation fees based on our experience with client contract renewals and consideration of the period over which those clients will receive benefits from our current portfolio of services. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the client from us or third-party vendors, and therefore, have stand-alone value and are recognized upon delivery of service. When we made this change, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the client life. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining client lives. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> Certain expenses related to the implementation, go-live and training of a client, such as out-of-pocket travel, are typically reimbursed by the client. This is accounted for as both revenue and expense in the period the cost is incurred. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;"></font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued expenses consist of the following:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:91.81286549707602%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:74%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:2%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">As of December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued bonus</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued vacation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued payroll</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued commissions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued compensation expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General operations accrued liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued property and equipment additions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Finite-lived intangible assets acquired as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;"> are as follows:</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.26900584795322%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2016</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Accumulated</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Developed technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Doctor network</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">104.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Drug information content</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade name</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trademark</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Above market leases </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leases in place</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">167.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(55.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">    </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:74.85380116959064%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:19%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:18%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2015</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gross</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Accumulated</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amortization</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Net</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Developed technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Doctor network</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">104.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Drug information content</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trade name</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Trademark</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Above market leases </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Leases in place</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">183.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(57.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">126.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The components of our income tax (provision) benefit for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;"> were as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.635477582846%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:52%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current Provision:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred Benefit:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total income tax (provision) benefit</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The components of our deferred income taxes as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;"> were as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.83040935672514%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td style="width:66%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Federal net operating loss carryforward</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State net operating loss carryforward</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Research and development tax credits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Allowances for accounts receivable</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred rent obligation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock compensation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other accrued liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total gross deferred tax assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax liabilities:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangible assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capitalized software </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property and equipment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total deferred tax liabilities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(77.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(68.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net deferred tax assets (liabilities)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table reconciles the weighted average shares outstanding for basic and diluted net income (loss) per share for the periods indicated:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:48%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:15%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:middle;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing basic net income (loss) per share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:middle;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) per share – Basic</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.08</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.0</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:middle;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing basic net income (loss) per share</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of dilutive securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:middle;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing diluted net income (loss) per share</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:middle;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) per share – Diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.52</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.08</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.02534113060429%;border-collapse:collapse;text-align:left;"><tr><td colspan="10" rowspan="1"></td></tr><tr><td style="width:55%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax computed at federal statutory tax rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State taxes, net of federal benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Research and development credits</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(32</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Permanent differences</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(87</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)%</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation allowance</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)%</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective income tax rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> %</font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2015</font><font style="font-family:inherit;font-size:10pt;">, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">no</font><font style="font-family:inherit;font-size:10pt;"> market activity. It is our policy to recognize transfers between levels of the fair value hierarchy, if any, at the end of the reporting period; however, there have been no such transfers during any of the periods presented.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:96.29629629629629%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:46%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value Measurements as of December 31, 2016, Using</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Money market</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt Securities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">MDP Accelerator portfolio</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-indent:24px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:96.29629629629629%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td style="width:46%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:11%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:9%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fair Value Measurements as of December 31, 2015, Using</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 2</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level 3</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash and cash equivalents:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Money market</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt Securities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">MDP Accelerator portfolio</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest rate swap liability </font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total liabilities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:6px;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">(a)</sup> </font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recorded in accrued expenses on the Consolidated Balance Sheet.</font></div></td></tr></table></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the activity related to the carrying value of our goodwill during the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:82%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross balance as of January 1, 2015</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">198.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill recorded in connection with the acquisition of Razor Insights, LLC</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross balance as of December 31, 2015</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">229.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill recorded in connection with the acquisition of Arsenal Health</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill recorded in connection with the acquisition of Filament Labs, Inc.</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross balance as of December 31, 2016</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The components of income (loss) before income tax (provision) benefit for the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016, 2015, and 2014</font><font style="font-family:inherit;font-size:10pt;"> were as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:96.49122807017544%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:52%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S.</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents the restricted stock unit activity for the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td style="width:66%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:15%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:14%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Weighted-<br clear="none"/>Average<br clear="none"/>Grant<br clear="none"/>Date<br clear="none"/>Fair Value</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding – January 1, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">136.06</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130.71</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Vested</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.83</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">137.26</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding – as of December 31, 2016</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">136.88</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected to vest as of December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">125.84</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selected quarterly financial information follows for the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="21" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">First</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Second</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Third</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font><font style="font-family:inherit;font-size:8pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:5pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quarter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Business services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">254.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">267.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Implementation and other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">261.9</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">276.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">288.2</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,082.9</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost of revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">134.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">533.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross profit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">129.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">142.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">549.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Operating Expenses:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and marketing</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">61.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">256.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Research and development</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">2</sup> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">134.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General and administrative</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">131.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total other operating expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">130.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">126.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">142.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">522.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating income (loss)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other expense</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(Loss) income before income tax (provision) benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax benefit (provision)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Basic</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.02</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.05</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.25</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.53</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.02</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.05</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.52</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing net (loss) income per share:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;background-color:#cceeff;">Diluted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font><font style="font-family:inherit;font-size:10pt;">Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies. </font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">2</sup></font><font style="font-family:inherit;font-size:10pt;">Includes </font><font style="font-family:inherit;font-size:10pt;">$6.6 million</font><font style="font-family:inherit;font-size:10pt;"> of the </font><font style="font-family:inherit;font-size:10pt;">$7.3 million</font><font style="font-family:inherit;font-size:10pt;"> in restructuring costs related to strategic workforce re-alignment disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies. </font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net income (loss) per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selected quarterly financial information follows for the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2015</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21" rowspan="1"></td></tr><tr><td style="width:35%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:10%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">First<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Second<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Third<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Fourth<br clear="none"/>Quarter</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year</font><font style="font-family:inherit;font-size:10pt;font-weight:bold;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Business services</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">197.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">215.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">225.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">247.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">886.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Implementation and other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total revenue</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">206.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">224.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">236.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">257.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">924.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cost of revenue</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">462.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross profit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">115.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">133.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">462.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Operating Expenses:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and marketing</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">237.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Research and development</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">General and administrative</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total other operating expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">114.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating (loss) income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (expense) income:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total other (expense) income</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(Loss) income before income tax benefit (provision)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income tax benefit (provision)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Basic</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.24</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.20</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.36</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net (loss) income per share – Diluted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.24</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.15</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.19</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.35</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted average shares used in computing net (loss) income per share:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">1</sup></font><font style="font-family:inherit;font-size:10pt;">Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies. </font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The activity related to the exit cost accrual during the years ended </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016 and 2015</font><font style="font-family:inherit;font-size:10pt;"> consist of the following:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:91.03313840155946%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:43%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Workforce Reductions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Termination of Leases and Contractual Agreements</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrual at December 31, 2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Payments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrual at December 31, 2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Payments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrual at December 31, 2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted for the years ended December 31, 2015 and 2014. </font><font style="font-family:inherit;font-size:10pt;">No</font><font style="font-family:inherit;font-size:10pt;"> stock options were granted in the year ended December 31, 2016.</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td style="width:66%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.06% - 1.57%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.66% - 1.67%</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—%</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected option term (years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0 - 5.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0 - 5.0</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock volatility</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40% - 42%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46% - 47%</font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:6px;padding-top:6px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Future amortization expense for all capitalized software placed in service as of </font><font style="font-family:inherit;font-size:10pt;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;"> is estimated to be: </font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:82%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year ending December 31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div><div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Estimated amortization expense on purchased intangible assets, based upon our intangible assets at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2016</font><font style="font-family:inherit;font-size:10pt;">, is as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="4" rowspan="1"></td></tr><tr><td style="width:82%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:16%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Year ending December 31,</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Amount</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2020</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2021</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Thereafter</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Segment Reporting</font><font style="font-family:inherit;font-size:10pt;"> – Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the CODM, or decision-making group in assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from income taxes; total other (expense) income; stock-based compensation expense; amortization of capitalized stock-based compensation related to software development; amortization of purchased intangible assets; integration and transaction costs; and exit costs, including restructuring costs) as the measure of our profit on a regular basis.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Stock-Based Compensation</font><font style="font-family:inherit;font-size:10pt;"> – We account for share-based awards, including shares issued under employee stock purchase plans; stock options; and restricted stock units with compensation cost measured using the fair value of the awards issued. We use the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. We generally issue previously unissued shares for the exercise of stock options; however, we may reissue previously acquired treasury shares to satisfy these awards in the future.</font></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Certain employees have received awards for which the ultimate number of shares that will be subject to vesting is dependent upon the achievement of certain financial targets for the year. Such determination is not made until the award’s vesting determination date, which is the date our fiscal year financial statements are available. The award is initially recorded at the maximum attainable number of shares that is most likely to be subject to vesting based on available financial forecasts as of the date of grant. This amount is adjusted on a quarterly basis as new financial forecasts become available. Stock‑based compensation expense for these awards is recorded over the requisite service period, generally </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> years. Such awards generally vest ratably over </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> years from the vesting determination date.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.</font></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.41520467836257%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td style="width:54%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:12%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td><td style="width:13%;" rowspan="1" colspan="1"></td><td style="width:1%;" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2014</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning uncertain tax benefits</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior year – decreases</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">—</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior year – increases</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current year – decreases</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Current year – increases</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Ending uncertain tax benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div>

<div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Use of Estimates</font><font style="font-family:inherit;font-size:10pt;"> – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including the expected client life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) fair value of identifiable purchased tangible and intangible assets in a business combination; (6) determination of the reporting unit(s) for goodwill impairment testing; (7) litigation reserves; and (8) capitalized software costs. Actual results could significantly differ from those estimates.</font></div></div>

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[Policy Text Block] Segment Reporting Segment Reporting, Policy [Policy Text Block] Revenue Recognition Revenue Recognition, Policy [Policy Text Block] Research and Development Expense Research and Development Expense, Policy [Policy Text Block] Stock-Based Compensation Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Advertising Expenses Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Investments Investment, Policy [Policy Text Block] Concentrations of Credit Risk Concentration Risk, Credit Risk, Policy [Policy Text Block] Accounts Receivable Receivables, Policy [Policy Text Block] Property and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Capitalized Interest Cost Interest Capitalization, Policy [Policy Text Block] Capitalized Software Costs Internal Use Software, Policy [Policy Text Block] Long-Lived Assets Impairment or 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Document and Entity Information - USD ($)
12 Months Ended

Dec. 31, 2016

Jan. 31, 2017

Jun. 30, 2016

Document And Entity Information [Abstract]

Document Type 10-K

Amendment Flag false

Document Period End Date Dec. 31, 2016

Document Fiscal Year Focus 2016

Document Fiscal Period Focus FY

Trading Symbol ATHN

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XML 30 R2.htm IDEA: XBRL DOCUMENT v3.6.0.2

Consolidated Balance Sheets - USD ($)
$ in Millions

Dec. 31, 2016

Dec. 31, 2015

Current assets:

Cash and cash equivalents $ 147.4 $ 141.9

Accounts receivable, net 161.6 148.2

Prepaid expenses and other current assets 34.2 30.2

Total current assets 343.2 320.3

Property and equipment, net 347.7 321.5

Capitalized software costs, net 125.8 107.5

Purchased intangible assets, net 112.1 126.2

Goodwill 240.7 229.2

Deferred tax asset, net 2.2 0.0

Investments and other assets 17.5 14.0

Total assets 1,189.2 1,118.7

Current liabilities:

Accounts payable 9.5 10.8

Accrued compensation 89.7 88.1

Accrued expenses 51.7 51.4

Long-term debt 18.3 10.8

Deferred revenue 28.7 32.6

Total current liabilities 197.9 193.7

Deferred rent, net of current portion 30.8 31.1

Long-term debt, net of current portion 272.8 287.4

Deferred revenue, net of current portion 48.4 55.9

Deferred tax liability, net 0.0 1.3

Other long-term liabilities 6.0 6.0

Total liabilities 555.9 575.4

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.01 par value: 5.0 shares authorized; no shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively 0.0 0.0

Common stock, $0.01 par value: 125.0 shares authorized; 40.8 shares issued and 39.5 shares outstanding at December 31, 2016; 40.2 shares issued and 38.9 shares outstanding at December 31, 2015 0.4 0.4

Additional paid-in capital 591.5 522.4

Treasury stock, at cost, 1.3 shares (1.2) (1.2)

Accumulated other comprehensive loss (0.9) (0.8)

Retained earnings 43.5 22.5

Total stockholders’ equity 633.3 543.3

Total liabilities and stockholders’ equity $ 1,189.2 $ 1,118.7

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Dec. 31, 2016

Dec. 31, 2015

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XML 32 R4.htm IDEA: XBRL DOCUMENT v3.6.0.2

Consolidated Statements of Income - USD ($)
shares in Millions, $ in Millions
3 Months Ended 12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Dec. 31, 2015

Sep. 30, 2015

Jun. 30, 2015

Mar. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Revenue:

Business services $ 278.9 $ 267.1 $ 254.1 $ 247.5 $ 247.9 $ 225.0 $ 215.4 $ 197.8 $ 1,047.6 $ 886.1 $ 711.2

Implementation and other 9.3 9.6 7.8 8.6 9.6 11.1 9.3 8.6 35.3 38.6 41.4

Total revenue 288.2 276.7 261.9 256.1 257.5 236.1 224.7 206.4 1,082.9 924.7 752.6

Cost of revenue 133.5 134.7 132.9 132.4 123.7 120.3 112.5 105.7 533.5 462.2 368.7

Gross profit 154.7 142.0 129.0 123.7 133.8 115.8 112.2 100.7 549.4 462.5 383.9

Other Operating Expenses:

Selling and marketing 67.1 61.5 68.2 59.8 68.2 57.8 56.1 55.2 256.6 237.3 196.8

Research and development 44.4 31.0 28.8 30.3 28.4 26.7 28.4 27.5 134.5 111.0 82.7

General and administrative 30.8 34.3 33.3 33.3 30.5 28.1 29.9 29.8 131.7 118.3 103.4

Total other operating expenses 142.3 126.8 130.3 123.4 127.1 112.6 114.4 112.5 522.8 466.6 382.9

Operating income (loss) 12.4 15.2 (1.3) 0.3 6.7 3.2 (2.2) (11.8) 26.6 (4.1) 1.0

Other (expense) income:

Interest expense (1.6) (1.6) (1.5) (1.0) (5.9) (5.7) (4.7)

Other income (expense) 0.0 7.6 21.1 0.0 0.3 28.7 (0.1)

Total other (expense) income (0.9) (1.4) (1.5) (1.8) (1.6) 6.0 19.6 (1.0) (5.6) 23.0 (4.8)

Income (loss) before income tax (provision) benefit 11.5 13.8 (2.8) (1.5) 5.1 9.2 17.4 (12.8) 21.0 18.9 (3.8)

Income tax (provision) benefit (1.7) 0.1 0.9 0.7 2.6 (3.4) (8.1) 4.0 0.0 (4.9) 0.7

Net income (loss) $ 9.8 $ 13.9 $ (1.9) $ (0.8) $ 7.7 $ 5.8 $ 9.3 $ (8.8) $ 21.0 $ 14.0 $ (3.1)

Net income (loss) per share - Basic (in dollars per share) $ 0.25 $ 0.35 $ (0.05) $ (0.02) $ 0.20 $ 0.15 $ 0.24 $ (0.23) $ 0.53 $ 0.36 $ (0.08)

Net income (loss) per share - Diluted (in dollars per share) $ 0.24 $ 0.35 $ (0.05) $ (0.02) $ 0.19 $ 0.15 $ 0.24 $ (0.23) $ 0.52 $ 0.35 $ (0.08)

Weighted average shares used in computing net income (loss) per share:

Basic (in shares) 39.5 39.4 39.3 39.0 38.9 38.7 38.6 38.3 39.3 38.6 37.9

Diluted (in shares) 40.1 40.0 39.3 39.0 39.8 39.5 39.3 38.3 40.1 39.6 37.9

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XML 36 R8.htm IDEA: XBRL DOCUMENT v3.6.0.2

Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 21.0 $ 14.0 $ (3.1)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 142.7 118.0 93.8

Excess tax benefit from stock-based awards (9.0) (12.9) (10.1)

Deferred income tax (9.9) (8.5) (11.7)

Stock-based compensation expense 66.5 64.1 55.6

Gain on sale of marketable securities 0.0 (28.7) 0.0

Other reconciling adjustments (0.3) 0.1 (0.1)

Changes in operating assets and liabilities:

Accounts receivable, net (13.5) (25.3) (34.4)

Prepaid expenses and other current assets 5.1 4.2 4.3

Other long-term assets (4.3) (2.7) 0.6

Accounts payable (4.8) 2.8 2.5

Accrued expenses and other long-term liabilities (0.9) 8.2 10.1

Accrued compensation 1.0 17.2 26.3

Deferred revenue (11.4) 3.2 3.2

Deferred rent 0.4 10.1 12.1

Net cash provided by operating activities 182.6 163.8 149.1

CASH FLOWS FROM INVESTING ACTIVITIES:

Capitalized software costs (89.5) (97.8) (53.5)

Purchases of property and equipment (69.0) (87.2) (76.1)

Proceeds from sales and maturities of investments 0.0 29.8 0.0

Payments on acquisitions, net of cash acquired (16.9) (39.9) 0.0

Other investing activities 0.5 (4.0) 2.3

Net cash used in investing activities (174.9) (199.1) (127.3)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock under stock plans and warrants 16.2 22.1 21.0

Taxes paid related to net share settlement of stock awards (19.6) (21.4) (28.9)

Excess tax benefit from stock-based awards 9.0 12.9 10.1

Proceeds from long-term debt 0.0 300.0 0.0

Proceeds from line of credit 0.0 60.0 0.0

Payments on line of credit 0.0 (95.0) 0.0

Payments on long-term debt (7.5) (173.8) (15.0)

Other financing activities (0.1) 0.0 0.0

Debt issuance costs 0.0 (1.0) 0.0

Net cash (used in) provided by financing activities (2.0) 103.8 (12.8)

Effects of exchange rate changes on cash and cash equivalents (0.2) (0.4) (0.2)

Net increase in cash and cash equivalents 5.5 68.1 8.8

Cash and cash equivalents at beginning of period 141.9 73.8 65.0

Cash and cash equivalents at end of period 147.4 141.9 73.8

Non-cash transactions

Property, equipment, and purchased software recorded in accounts payable and accrued expenses 17.5 12.5 12.0

Non-cash leasehold improvements 0.0 2.3 5.9

Additional disclosures

Cash paid for interest, net 4.6 5.7 4.5

Cash paid (refunded) for taxes $ 0.3 $ 0.6 $ 1.9

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General – athenahealth, Inc. (“athenahealth,” the “Company,” “we,” or “our”) partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-based medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back office work at scale so providers can focus on patients, not paperwork. Our clients largely consist of medical group practices ranging in size throughout the United States of America.
We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.
Principles of Consolidation – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Presentation – During 2016, we adopted a change in presentation on our consolidated statements of income in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses, depreciation, and amortization of capitalized software. In addition, in 2016, we changed the rounding of our financial statements from thousands to millions. Prior periods have been revised to reflect this change in presentation.
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including the expected client life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) fair value of identifiable purchased tangible and intangible assets in a business combination; (6) determination of the reporting unit(s) for goodwill impairment testing; (7) litigation reserves; and (8) capitalized software costs. Actual results could significantly differ from those estimates.
Segment Reporting – Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the CODM, or decision-making group in assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in one segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from income taxes; total other (expense) income; stock-based compensation expense; amortization of capitalized stock-based compensation related to software development; amortization of purchased intangible assets; integration and transaction costs; and exit costs, including restructuring costs) as the measure of our profit on a regular basis.
Revenue Recognition – We recognize revenue when there is evidence of an arrangement, the service has been provided to the client, the collection of the fees is reasonably assured, and the amount of fees to be paid by the client is fixed or determinable.
We derive our revenue from two sources: business services, and implementation and other services. Business services primarily consists of revenue from our network-enabled billing and practice management service; EHR service; patient engagement and communication service; order transmission and care coordination service; and population health service, as well as clinical decision support through Epocrates and other point-of-care mobile applications.
Our clients typically purchase one-year service contracts for our integrated, network-enabled services that renew automatically. In most cases, our clients may terminate their agreements with 90 days' notice without cause. We typically retain the right to terminate client agreements in the same timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to athenaNet, minimum fees, flat fees, or per-claim fees. We do not recognize revenue for athenahealth-branded business services fees until client collections are posted, as the services fees are not fixed or determinable until such time. Unbilled amounts that have been earned are accrued and recorded as revenue and are included in our accounts receivable balances.
Members enter into subscriptions to the Epocrates point-of-care medical application via an internal or third-party digital distribution platform or through a redeemable subscription code which expires within six to 12 months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, which is typically one year. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, which begins upon activation of the subscription through expiration of the term and is typically one year. If a subscription code expires before it is redeemed, revenue is recognized upon expiration.
Sponsored clinical information and decision support service clients are charged a fee for the service or group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Each service deliverable within these multiple element arrangements is accounted for as a separate unit if the delivered item or items have value to the client on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the client. We allocate arrangement consideration to each deliverable using our best estimate of selling price, or BESP, if we do not have vendor specific objective evidence of the selling price, or VSOE, or third-party evidence of selling price, or TPE, of fair value. As a result, any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative selling price of each element.
Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. Due to the specific nature of these agreements, the highly-customized offerings, and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, and the comparable pricing of products with similar functionality cannot be obtained, we are also currently unable to determine TPE. We therefore use BESP to establish the relative selling price of our individual deliverables and allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, and pricing practices.
Implementation and other services revenue primarily consists of the amortization of deferred revenue on implementation services. Prior to 2014, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was recognized ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be 12 years. We evaluate the length of the amortization period of the implementation fees based on our experience with client contract renewals and consideration of the period over which those clients will receive benefits from our current portfolio of services.
During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the client from us or third-party vendors, and therefore, have stand-alone value and are recognized upon delivery of service. When we made this change, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the client life. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining client lives.
Certain expenses related to the implementation, go-live and training of a client, such as out-of-pocket travel, are typically reimbursed by the client. This is accounted for as both revenue and expense in the period the cost is incurred.
Research and Development Expense – Research and development expense consists primarily of compensation expense (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). Research and development expense also includes allocated amounts for overhead, depreciation, and amortization.
Stock-Based Compensation – We account for share-based awards, including shares issued under employee stock purchase plans; stock options; and restricted stock units with compensation cost measured using the fair value of the awards issued. We use the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. We generally issue previously unissued shares for the exercise of stock options; however, we may reissue previously acquired treasury shares to satisfy these awards in the future.

Certain employees have received awards for which the ultimate number of shares that will be subject to vesting is dependent upon the achievement of certain financial targets for the year. Such determination is not made until the award’s vesting determination date, which is the date our fiscal year financial statements are available. The award is initially recorded at the maximum attainable number of shares that is most likely to be subject to vesting based on available financial forecasts as of the date of grant. This amount is adjusted on a quarterly basis as new financial forecasts become available. Stock‑based compensation expense for these awards is recorded over the requisite service period, generally four years. Such awards generally vest ratably over four years from the vesting determination date.
Advertising Expenses – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income. Advertising expense totaled $30.6 million, $28.1 million, and $15.5 million for the years ended December 31, 2016, 2015, and 2014, respectively.
Cash and Cash Equivalents – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents.
Investments – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee, the type of equity held and the level of equity interest held in the investee. Marketable securities, if any, are also accounted for as available-for-sale investments and recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are included in accumulated other comprehensive (loss) income. The Company determines realized gains and losses based on the specific identification method. Management monitors and assesses individual investments for other-than-temporary impairment on a quarterly basis.
We had no available-for-sale equity securities as of December 31, 2016 and December 31, 2015.
Concentrations of Credit Risk – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivable, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to client accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our clients. No single client accounted for a significant amount of revenues for the years ended December 31, 2016, 2015, and 2014. No single client accounted for a significant portion of accounts receivable as of December 31, 2016 and 2015.
Accounts Receivable – Accounts receivable represents unbilled amounts and amounts due from clients for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses.
Activity in the allowance for doubtful accounts is as follows:

Years Ended December 31,

2016

2015

2014
Beginning balance

$
0.7

$
0.6

$
1.7

Provision

0.7

0.6

(0.8
)
Write-offs

(0.8
)

(0.5
)

(0.3
)
Ending balance

$
0.6

$
0.7

$
0.6

Prepaid Expenses and Other Current Assets – Prepaid expenses and other current assets consist of the following:

Years Ended December 31,

2016

2015
Other prepaid expenses

$
13.4

$
10.3

Other receivables

10.6

12.3

Prepaid maintenance and support

10.2

7.6

Prepaid expenses and other current assets

$
34.2

$
30.2

Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:
Equipment, furniture, and fixtures
3-5 years
Aircraft
20 years
Buildings
30-40 years
Building improvements
10-25 years
Land improvements
10 years

Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Costs associated with maintenance and repairs are expensed as incurred.
Capitalized Interest Cost – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset.
Capitalized Software Costs – We capitalize certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful lives of the software is two to five years (refer to Note 6 – Capitalized Software Costs).
Long-Lived Assets – Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell. No impairment losses have been recognized.
Goodwill – Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. No impairments have been recognized.
Purchased Intangible Assets – Most of our purchased intangible assets were acquired in connection with business acquisitions, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time.
Accrued expenses and accrued compensation – Accrued expenses consist of the following:

As of December 31,

2016

2015
Accrued bonus

$
53.4

$
59.0

Accrued vacation

11.2

9.8

Accrued payroll

14.8

9.4

Accrued commissions

10.3

9.9

Accrued compensation expenses

$
89.7

$
88.1

General operations accrued liabilities

$
41.1

$
42.6

Accrued property and equipment additions

10.6

8.8

Accrued expenses

$
51.7

$
51.4

Deferred Rent – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These tenant improvement allowances and other incentives are recorded when realizable as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease.
Exit Costs, Including Restructuring Costs – Exit costs, including restructuring costs, represent costs related to workforce reductions and to terminate certain lease or other contractual agreements for strategic re-alignment purposes. During the years ended December 31, 2016 and 2015, the costs related to workforce reductions are primarily included in research and development expenses. During the years ended December 31, 2016 and 2015, the costs related to termination of leases and contractual agreements and are primarily included in general and administrative expenses.
The activity related to the exit cost accrual during the years ended December 31, 2016 and 2015 consist of the following:

Workforce Reductions

Termination of Leases and Contractual Agreements

Total
Accrual at December 31, 2014

$
—

$
—

$
—

Additions

1.1

4.6

5.7

Cash Payments

(0.3
)

(4.4
)

(4.7
)
Accrual at December 31, 2015

$
0.8

$
0.2

$
1.0

Additions

7.3

4.0

11.3

Cash Payments

(5.0
)

(4.2
)

(9.2
)
Accrual at December 31, 2016

$
3.1

$
—

$
3.1

Deferred Revenue – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue primarily includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which are recognized based upon contractual deliverables and pre-2014 implementation services fees which continue to be recognized as revenue ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be 12 years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current.
Preferred Stock – Our Board of Directors has the authority, without further action by stockholders, to issue up to 5 million shares of preferred stock in one or more series. Our Board of Directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. The ability to issue preferred stock could delay or impede a change in control. As of December 31, 2016 and 2015, no shares of preferred stock were outstanding.
Common Stock – Common stockholders are entitled to one vote per share and dividends, when declared by the Board of Directors, subject to any preferential rights of preferred stockholders.
Business Combinations – We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management’s estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition. We have applied this acquisition method to the transactions described in Note 2 – Business Combinations.
Related Party Transaction – We have a long-term investment in a vendor. The total expense related to this vendor for the years ended December 31, 2016, 2015, and 2014 was $41.1 million, $23.6 million, and $11.3 million, respectively, and the total amount payable related to this vendor at December 31, 2016 and 2015 was $4.6 million and $2.3 million, respectively.
Our Chief Executive Officer periodically charters our company aircraft for personal use. The total amount of revenue associated with his plane usage was $0.1 million and $0.2 million for the years ended December 31, 2016 and 2015, respectively.
Income Taxes – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. Any change in an enacted tax rate would result in a charge or credit to the income tax provision. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results.
We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. We record interest and penalties related to unrecognized tax benefits in income tax expense.
Sales and Use Taxes – Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with clients provide that payment of any sales or use tax assessments is the responsibility of the client. In certain jurisdictions, sales taxes are collected from the client and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented.
Incentives Received from Governmental Bodies – From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met. We recognized $3.8 million, $4.1 million, and $1.2 million from our participation in incentive programs during the years ended December 31, 2016, 2015, and 2014, respectively.
Foreign Currency Translation – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive income (loss).
Employee Benefit Plan – We sponsor a 401(k) retirement savings plan, which we refer to as the 401(k) Plan, under which eligible employees may contribute, on a pre-tax basis, specified percentages of their compensation, subject to maximum aggregate annual contributions imposed by the Internal Revenue Code of 1986. All employee contributions are allocated to the employee’s individual account and are invested in various investment options as directed by the employee. Employees’ cash contributions are fully vested and non-forfeitable. We may make a discretionary contribution in any year, subject to authorization by our Board of Directors. During the years ended December 31, 2016, 2015, and 2014, our contributions to the 401(k) Plan were $11.3 million, $5.3 million, and $4.5 million, respectively.
New Accounting Pronouncements – In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods; however, early adoption is permitted. We have evaluated ASU 2016-09 and believe that when we adopt this standard for January 1, 2017, our effective tax rate going forward will be impacted. Also, upon adoption, we will recognize our previously unrecognized excess tax benefits using the modified retrospective transition method, which will result in a cumulative-effect increase of $49.2 million to retained earnings and deferred tax assets. In addition, upon adoption, we no longer intend to calculate an estimate of expected forfeitures and will begin to recognize forfeitures as they occur, which will result in a cumulative-effect increase of $1.0 million to retained earnings with the offset to decrease additional paid-in capital.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 most significantly impacts lessee accounting and disclosures. First, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under ASU 2016-02, for lease arrangements exceeding a 12-month term, a right-of-use asset and lease obligation is recorded by the lessee for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We anticipate that this standard will have a material impact on our consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. We intend to early adopt this standard effective January 1, 2018 using a modified retrospective approach.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09, which was issued in March 2014 and has been codified with the Accounting Standards Codification as Topic 606, is now effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, ASC 606 provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASC 606 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Since ASU 2014-09 was issued, several additional ASUs have been issued and incorporated within ASC 606 to clarify various elements of the guidance. We anticipate that this standard will have a material impact on our consolidated financial statements with respect to the capitalization of costs of commissions, upfront costs, and other contract acquisition-based and contract fulfillment costs on our consolidated balance sheets. We are continuing to assess all potential impacts of the standard, including the impact to the pattern with which we recognize revenue.

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The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.
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BUSINESS COMBINATIONS
12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
Patient IO
On August 25, 2016, we acquired Filament Labs, Inc. (doing business as Patient IO), an Austin-based care coordination platform used by providers to engage patients and caregivers outside the four walls of the clinic. Prior to this acquisition, our wholly-owned subsidiary, MDP Accelerator, LLC, held shares of Series A Preferred Stock of Patient IO. We acquired Patient IO to strengthen our ability to partner with providers as they deliver value-based care. We anticipate this acquisition will accelerate our movement toward becoming a trusted resource and partner to the patient.
The purchase price of Patient IO was $15.2 million, net of cash acquired. The purchase price excludes $9.6 million to be earned by key employees of Patient IO based upon continued employment, which is accounted for as compensation expense and will be recognized in the consolidated statements of income over the requisite service period. The fair value of net assets acquired included purchased intangible assets of $5.3 million related to technology acquired and $0.6 million related to customer relationships. The $10.7 million excess of purchase consideration over the fair value of the net assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes. As part of this acquisition, we remeasured our existing 10.1% preferred stock investment at fair value which resulted in a $0.8 million gain recognized in earnings as a benefit to general and administrative expense during the year ended December 31, 2016. The gain was calculated by utilizing the purchase price of the acquisition.
We believe that we have a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but certain items, such as the working capital adjustments to the purchase price, are subject to change as additional information is received about facts and circumstances that existed at the date of acquisition. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
Arsenal Health
On April 11, 2016, we acquired Arsenal Health, formerly known as Smart Scheduling, Inc., for $1.7 million. We purchased Arsenal Health in order to add its schedule optimization functionality to our athenaCoordinator offering. We expect this acquisition to accelerate our capabilities in machine learning and predictive analytics. The fair value of the purchased intangible assets related to technology acquired was $0.9 million. The $0.8 million excess of purchase consideration over the fair value of the purchased intangible assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes. In conjunction with this acquisition, Smart Scheduling, Inc. settled the convertible note receivable and related interest from our More Disruption Please, or MDP, Accelerator Program, which represented a total fair value of $0.3 million.
RazorInsights
On January 13, 2015, we acquired Razor Insights, LLC, or RazorInsights, for $39.9 million in cash after net working capital adjustments. We acquired RazorInsights for the assembled workforce, technology, customer base, and to accelerate our entry into the inpatient market. The fair value of net assets acquired, after measurement period adjustments totaling $1.0 million, was $8.9 million, including purchased intangible assets of $7.0 million related to technology acquired and $4.0 million related to customer relationships. The $31.1 million excess of purchase consideration over the fair value of net assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes.

X

- Definition
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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NET INCOME (LOSS) PER SHARE
12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options, restricted stock units, and shares to be purchased under the employee stock purchase plan. Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted net income (loss) per share if their effect would be anti-dilutive to earnings per share; therefore, in periods of net loss, shares used to calculate basic and dilutive net loss per share are equivalent.
The following table reconciles the weighted average shares outstanding for basic and diluted net income (loss) per share for the periods indicated:

Years Ended December 31,

2016

2015

2014
Net income (loss)

$
21.0

$
14.0

$
(3.1
)
Weighted average shares used in computing basic net income (loss) per share

39.3

38.6

37.9

Net income (loss) per share – Basic

$
0.53

$
0.36

$
(0.08
)
Net income (loss)

$
21.0

$
14.0

$
(3.1
)
Weighted average shares used in computing basic net income (loss) per share

39.3

38.6

37.9

Effect of dilutive securities

0.8

1.0

—

Weighted average shares used in computing diluted net income (loss) per share

40.1

39.6

37.9

Net income (loss) per share – Diluted

$
0.52

$
0.35

$
(0.08
)

The computation of diluted net income per share does not include 0.4 million and 0.7 million shares for the years ended December 31, 2016 and December 31, 2015, respectively, because their inclusion would have an anti-dilutive effect on net income per share.

X

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FAIR VALUE OF FINANCIAL INSTRUMENTS
12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of December 31, 2016 and 2015, the carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued expenses approximated their estimated fair values because of the short-term nature of these financial instruments. Money market funds are valued using a market approach based upon the quoted market prices of identical instruments when available or other observable inputs such as trading prices of identical instruments in inactive markets or similar securities. Derivatives are carried at fair value, as determined using standard valuation models, and adjusted when necessary for credit risk. Refer to Note 9 – Debt for additional information.
Our MDP Accelerator program is designed to cultivate heath care information technology start-ups and expand services offered to our provider network. MDP Accelerator portfolio investments as of December 31, 2016 and 2015 are typically made in the form of convertible notes receivable or cost method investments, which are included in investments and other assets on our Consolidated Balance Sheets. At September 30, 2016, we evaluated performance risk and fully impaired one of the convertible notes receivable. As there is no indication of performance risk related to the remaining notes receivable as of December 31, 2016, we estimate that the fair value of the notes receivable approximates cost, based on inputs including the original transaction prices, our own recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investments, subsequent rounds of financing, and changes in financial ratios or cash flows (Level 3).
As of December 31, 2016, we had $292.5 million outstanding on our term loan facility and we had not drawn on our revolving credit facility under the 2015 Credit Agreement (see Note 9 – Debt). As of December 31, 2015, we had $300.0 million outstanding on our term loan facility and nothing outstanding on our revolving credit facility. The credit facility carries a variable interest rate set at current market rates, and as such, the carrying value approximates fair values.
During the years ended December 31, 2016 and 2015, we utilized an interest rate swap to manage exposure to interest rates on the variable rate of our indebtedness. We designated our interest rate swap as a cash flow hedge, and changes in the fair value of the interest rate swap were recognized, net of taxes, in other comprehensive income (loss) until the hedged items are recognized in earnings. For the years ended December 31, 2016 and 2015, no amount was recognized in earnings related to our interest rate swap. There was no ineffectiveness associated with the interest rate swap, nor was any amount excluded from ineffectiveness testing, during the years ended December 31, 2016 and 2015. The interest rate swap expired in August 2016. As of December 31, 2016, we do not engage in any interest rate hedging activity. We do not enter into derivatives for trading or speculative purposes.
The estimated fair value of our interest rate swap agreement with a certain financial institution at December 31, 2015 was a liability of $0.2 million based on inputs other than quoted prices that were observable for the interest rate swap. Inputs included present value of fixed and projected floating rate cash flows over term of the swap contract.
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity. It is our policy to recognize transfers between levels of the fair value hierarchy, if any, at the end of the reporting period; however, there have been no such transfers during any of the periods presented.

Fair Value Measurements as of December 31, 2016, Using

Level 1

Level 2

Level 3

Total
Cash and cash equivalents:

Money market

$
15.0

$
—

$
—

$
15.0

Debt Securities:

MDP Accelerator portfolio

$
—

$
—

$
0.5

$
0.5

Total assets

$
15.0

$
—

$
0.5

$
15.5

Fair Value Measurements as of December 31, 2015, Using

Level 1

Level 2

Level 3

Total
Cash and cash equivalents:

Money market

$
10.0

$
—

$
—

$
10.0

Debt Securities:

MDP Accelerator portfolio

$
—

$
—

$
1.3

$
1.3

Total assets

$
10.0

$
—

$
1.3

$
11.3

Interest rate swap liability ^(a)

$
—

$
(0.2
)

$
—

$
(0.2
)
Total liabilities

$
—

$
(0.2
)

$
—

$
(0.2
)

^(a)
Recorded in accrued expenses on the Consolidated Balance Sheet.
The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3) as of the years ended December 31, 2016 and 2015:

Fair Value Measurements Using Unobservable Inputs (Level 3)

Year Ended December 31, 2016

Year Ended December 31, 2015
Balance, beginning of period

$
1.3

$
0.8

Additions

0.3

0.8

Conversion

(0.3
)

(0.3
)
Settlement

(0.3
)

—

Impairment

(0.5
)

—

Balance, end of period

$
0.5

$
1.3

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The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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PROPERTY AND EQUIPMENT
12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT
Property and equipment consists of the following:

Years Ended December 31,

2016

2015
Equipment

$
141.4

$
113.2

Furniture and fixtures

32.0

25.1

Leasehold improvements

34.4

32.5

Aircraft

15.6

15.1

Building

131.7

131.7

Building improvements

95.4

81.2

Land

23.1

23.1

Land improvements

6.5

5.9

Total property and equipment, at cost

480.1

427.8

Accumulated depreciation

(155.9
)

(116.0
)
Construction in progress

23.5

9.7

Property and equipment, net

$
347.7

$
321.5

Depreciation expense on property and equipment was $47.9 million, $40.1 million, and $31.5 million for the years ended December 31, 2016, 2015, and 2014, respectively.

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The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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CAPITALIZED SOFTWARE COSTS
12 Months Ended

Dec. 31, 2016

Research and Development [Abstract]

CAPITALIZED SOFTWARE COSTS
CAPITALIZED SOFTWARE COSTS
Capitalized software consisted of the following:

Years ended December 31,

2016

2015
Capitalized internal-use software development costs

$
122.7

$
114.5

Acquired third-party software licenses for internal use

47.5

25.7

Total gross capitalized software for internal-use

170.2

140.2

Accumulated amortization

(82.9
)

(61.6
)
Capitalized internal-use software in process

38.5

28.9

Total capitalized software costs

$
125.8

$
107.5

Capitalized software amortization expense totaled $73.5 million, $53.4 million, and $33.2 million for the years ended December 31, 2016, 2015, and 2014, respectively. Future amortization expense for all capitalized software placed in service as of December 31, 2016 is estimated to be:
Year ending December 31,
Amount
2017
$
47.6

2018
20.3

2019
8.1

2020
7.5

2021
3.8

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GOODWILL AND PURCHASED INTANGIBLE ASSETS
12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND PURCHASED INTANGIBLE ASSETS
GOODWILL AND PURCHASED INTANGIBLE ASSETS
Goodwill
The following table summarizes the activity related to the carrying value of our goodwill during the years ended December 31, 2016 and 2015:
Gross balance as of January 1, 2015
$
198.1

Goodwill recorded in connection with the acquisition of Razor Insights, LLC
31.1

Gross balance as of December 31, 2015
$
229.2

Goodwill recorded in connection with the acquisition of Arsenal Health
0.8

Goodwill recorded in connection with the acquisition of Filament Labs, Inc.
10.7

Gross balance as of December 31, 2016
$
240.7

Purchased Intangible Assets

Finite-lived intangible assets acquired as of December 31, 2016 and 2015 are as follows:

December 31, 2016

Gross

Accumulated
Amortization

Net
Developed technology

$
6.2

$
(0.7
)

$
5.5

Customer relationships

26.0

(14.7
)

11.3

Doctor network

104.0

(23.2
)

80.8

Drug information content

10.0

(7.6
)

2.4

Trade name

11.6

(4.4
)

7.2

Trademark

0.1

—

0.1

Above market leases

0.2

(0.1
)

0.1

Leases in place

9.5

(5.0
)

4.5

Total

$
167.6

$
(55.7
)

$
111.9

December 31, 2015

Gross

Accumulated
Amortization

Net
Developed technology

$
13.5

$
(9.6
)

$
3.9

Customer relationships

25.4

(12.1
)

13.3

Doctor network

104.0

(15.2
)

88.8

Drug information content

10.0

(5.6
)

4.4

Trade name

11.5

(3.2
)

8.3

Trademark

0.1

—

0.1

Above market leases

3.0

(2.5
)

0.5

Leases in place

15.6

(8.9
)

6.7

Total

$
183.1

$
(57.1
)

$
126.0

Amortization expense on purchased intangible assets for the years ended December 31, 2016, 2015, and 2014 was $20.8 million, $24.0 million, and $28.6 million, respectively, and is included in cost of revenue and selling and marketing expense. Estimated amortization expense on purchased intangible assets, based upon our intangible assets at December 31, 2016, is as follows:
Year ending December 31,
Amount
2017
17.6

2018
15.9

2019
15.2

2020
13.8

2021
11.5

Thereafter
37.9

Total
$
111.9

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The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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OPERATING LEASES AND OTHER COMMITMENTS
12 Months Ended

Dec. 31, 2016

Leases [Abstract]

OPERATING LEASES AND OTHER COMMITMENTS
OPERATING LEASES AND OTHER COMMITMENTS
We maintain operating leases for facilities and certain office equipment. The facility leases contain renewal options and require payments of certain utilities, taxes, and shared operating costs of each leased facility. The rental agreements expire at various dates from 2017 to 2030.
Rent expense totaled $13.7 million, $9.8 million, and $9.9 million for the years ended December 31, 2016, 2015, and 2014, respectively.
Future minimum lease payments under non-cancelable operating leases as of December 31, 2016 are as follows:
Year ending December 31,
Future Rent
Payments
2017
$
16.0

2018
15.8

2019
14.5

2020
12.7

2021
13.0

Thereafter
74.4

Total minimum lease payments
$
146.4

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The entire disclosure for operating leases of a lessor. This may include a general description of lessor's leasing arrangements for operating leases, including the basis on which contingent rental payments are determined, the existence and terms of renewal or purchase options and escalation clauses, restrictions imposed by lease arrangements, such as those concerning dividends, additional debt, and further leasing, rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions.
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DEBT
12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

DEBT
DEBT
On May 5, 2015, we entered into an amended and restated credit agreement, which we refer to as the 2015 Credit Agreement. The 2015 Credit Agreement amended and restated our previous credit agreement, dated as of May 10, 2013, which we refer to as the 2013 Credit Agreement, and provides for a $500.0 million senior credit facility, or 2015 Senior Credit Facility, consisting of a $300.0 million unsecured term loan facility and a $200.0 million unsecured revolving credit facility. As of December 31, 2016 and 2015, $292.5 million and $300.0 million was outstanding on the unsecured term loan facility, respectively. A portion of the proceeds received from the 2015 Senior Credit Facility were used to repay the outstanding revolving loans under the 2013 Credit Agreement such that there were no revolving loans outstanding on the closing of the 2015 Credit Agreement.
The 2015 Credit Agreement contains terms and conditions that are customary to credit facilities of this nature. The Senior Credit Facility may be used for refinancing existing indebtedness and for working capital and other general corporate purposes. We may increase the revolving credit facility up to an additional $100.0 million and may increase the term loan facility to the extent that such amount will not cause us to be in breach of our financial covenants, subject to certain conditions, including obtaining lender commitments. The 2015 Senior Credit Facility matures on May 5, 2020, although we may prepay the 2015 Senior Credit Facility in whole or in part at any time without premium or penalty, and the unutilized portion of the commitments may be irrevocably reduced or terminated by us in whole or in part without penalty or premium.
At our option, any loans under the 2015 Senior Credit Facility (other than swing line loans) will bear interest at a rate equal to (i) the British Bankers Association London Interbank Offered Rate, or LIBOR, plus an interest margin based on our consolidated leverage ratio, or (ii) the base rate (which is the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus 0.50%, and (c) one month LIBOR plus 1.00%) plus an interest margin based on our consolidated leverage ratio. The interest rate for the 2015 Senior Credit Facility as of December 31, 2016 and 2015 was 1.61% and 1.74%, respectively. We will pay a commitment fee during the term of the 2015 Senior Credit Facility, which varies between 0.20% and 0.40% based on our consolidated leverage ratio.
We incurred financing fees of $1.0 million for the 2015 Senior Credit Facility, which are being amortized as interest expense in the Consolidated Statements of Income over the five-year term of the agreement.
Future principal payments of the unsecured term loan facility at December 31, 2016 were as follows:

Amount
2017

18.8

2018

20.6

2019

28.1

2020

225.0

Total

$
292.5

Less current portion

18.8

Long-term portion

$
273.7

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The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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STOCK-BASED COMPENSATION
12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION
Total stock-based compensation expense for the years ended December 31, 2016, 2015, and 2014 was as follows:

Year Ended December 31,

2016

2015

2014
Stock-based compensation charged to:

Cost of revenue

$
17.9

$
14.5

$
12.0

Selling and marketing

19.0

18.4

14.6

Research and development

12.3

9.0

7.2

General and administrative

17.3

22.2

21.7

Total stock-based compensation expense

$
66.5

$
64.1

$
55.5

In addition, for the years ended December 31, 2016 and 2015, $2.2 million and $7.3 million of stock-based compensation was capitalized in the Capitalized software costs, net line item in the Consolidated Balance Sheets. For the years ended December 31, 2016 and 2015, amortization of stock-based compensation associated with capitalized software was as follows:

Year Ended December 31,

2016

2015

2014
Amortization of capitalized stock-based compensation expense included in:

Cost of revenue

$
4.9

$
4.4

$
2.3

Research and development

0.1

—

—

Total capitalized software amortization expense

$
5.0

$
4.4

$
2.3

Stock Plans
2007 Stock Option and Incentive Plan. In 2007, the Board of Directors adopted, and our stockholders approved, our 2007 Stock Option and Incentive Plan, which we refer to as the 2007 Plan. In 2011 and most recently in 2013, the Board of Directors and our stockholders approved amendments and restatements of the 2007 Plan. The 2007 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, deferred stock awards, unrestricted stock awards, cash-based awards, performance share awards, and dividend equivalent rights. The 2007 Plan is administered by the Compensation Committee of our Board of Directors. As administrator, the Compensation Committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the 2007 Plan. As of December 31, 2016, 2,085,817 shares were available for grant under the 2007 Plan.
Epocrates, Inc. 2010 Equity Incentive Plan. Pursuant to an Agreement and Plan of Merger, dated as of January 7, 2013, among athenahealth, Inc.; Epocrates, Inc., a Delaware corporation; and Echo Merger Sub, Inc., a Delaware corporation; we assumed Epocrates, Inc.'s existing equity incentive plans, including its 2010 Equity Incentive Plan, which we refer to as the 2010 Plan. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, and other stock awards. In addition, the 2010 Plan provides for the grant of performance cash awards. The 2010 Plan is administered by the Compensation Committee of our Board of Directors. As administrator, the Compensation Committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the 2010 Plan. As of December 31, 2016, 536,648 shares of our common stock were available for grant under the 2010 Plan.
Stock Options
Options granted under the 2007 Plan and 2010 Plan may be incentive stock options or non-qualified stock options under the applicable provisions of the Internal Revenue Code. Incentive stock options are granted with exercise prices at or above the fair value of our common stock at the grant date as determined by the Board of Directors. Incentive stock options granted to employees who own more than 10% of the voting power of all classes of stock are granted with exercise prices at 110% of the fair value of our common stock at the date of the grant. Non-qualified stock options under the 2007 Plan may be granted with exercise prices up to the fair value of our common stock on the date of the grant, as determined by the Board of Directors. All options granted vest over a range of one to four years and have contractual terms of between five and ten years. Options granted typically vest 25% per year over a total of four years at each anniversary.
The following table presents the stock option activity for the year ended December 31, 2016:

Shares

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual Term
(in years)

Aggregate
Intrinsic
Value
Outstanding – January 1, 2016

1.6

$
78.94

Exercised

(0.2
)

44.38

Forfeited

(0.1
)

133.83

Outstanding – as of December 31, 2016

1.3

82.68

5.1

$
45.5

Exercisable – as of December 31, 2016

1.1

$
70.42

4.6

$
45.0

Vested and expected to vest as of December 31, 2016

1.3

$
82.08

5.0

$
45.5

We recorded compensation expense in relation to these stock options of $6.6 million, $11.6 million, and $11.7 million, for the years ended December 31, 2016, 2015, and 2014, respectively.
The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted for the years ended December 31, 2015 and 2014. No stock options were granted in the year ended December 31, 2016.

Year Ended December 31,

2015

2014
Risk-free interest rate

1.06% - 1.57%

0.66% - 1.67%
Expected dividend yield

—%

—%
Expected option term (years)

3.0 - 5.0

3.0 - 5.0
Expected stock volatility

40% - 42%

46% - 47%

The risk-free interest rate estimate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected terms of the awards being valued. The expected dividend yield was based on our expectation of not paying dividends in the foreseeable future. We calculate the expected option term primarily based upon the contractual option term, the contractual vesting dates, and historical employee activity. We use company-specific historical and implied volatility information to generate the volatility assumptions.
As of December 31, 2016 and 2015, there was $4.1 million and $11.4 million, respectively, of unrecognized stock-based compensation expense related to unvested stock option share-based compensation arrangements granted under our stock award plans. This expense is expected to be recognized over a weighted-average period of approximately 1.5 years. The weighted average fair value of stock options granted during the years ended December 31, 2015, and 2014 was $49.29, and $77.55, respectively. The intrinsic value of options exercised during the years ended December 31, 2016, 2015, and 2014 was $17.4 million, $44.3 million, and $53.5 million, respectively. The intrinsic value is calculated as the difference between the market value of the stock on the date of purchase and the exercise price of the options.
Restricted Stock Units
The majority of restricted stock units granted pursuant to the 2007 Plan and the 2010 Plan vest in either three or four equal annual installments on the anniversaries of the vesting start date. We estimate the fair value of the restricted stock unit awards contingent upon achieving performance conditions and the restricted stock units contingent upon only service conditions based on the fair market value on the grant date, which is equal to the market price of our common stock on the grant date. For awards where the vesting condition is contingent only on service, the fair value is amortized on a straight-line basis over the vesting period. For awards where vesting is subject to a performance condition, expense is estimated and adjusted on a quarterly basis, based on the assessment of the probability that the performance will be met, and is amortized over the vesting period. The following table presents the restricted stock unit activity for the year ended December 31, 2016:

Shares

Weighted-
Average
Grant
Date
Fair Value
Outstanding – January 1, 2016

1.2

$
136.06

Granted

0.7

130.71

Vested

(0.5
)

123.83

Forfeited

(0.2
)

137.26

Outstanding – as of December 31, 2016

1.2

$
136.88

Expected to vest as of December 31, 2016

1.1

$
125.84

As of December 31, 2016, $104.3 million of total unrecognized compensation costs related to restricted stock units is expected to be recognized over a weighted average period of 2.5 years. Stock-based compensation expense of $58.1 million, $51.0 million, and $42.2 million was recorded for restricted stock units during the years ended December 31, 2016, 2015, and 2014, respectively. The weighted average fair value of restricted stock units granted during the years ended December 31, 2016, 2015, and 2014 was $130.71, $132.31, and $181.81, respectively. The intrinsic value of vested restricted stock units during the years ended December 31, 2016, 2015, and 2014 was $57.6 million, $61.6 million, and $78.5 million, respectively.
Employee Stock Purchase Plan
Our 2007 Employee Stock Purchase Plan allows employees of athenahealth and its subsidiaries as designated by our Board of Directors to purchase shares of our common stock. The purchase price is equal to 85% of the lower of the closing price of our common stock on (1) the first day of the purchase period or (2) the last day of the purchase period. The expense for the years ended December 31, 2016, 2015, and 2014 was $1.8 million, $1.5 million, and $1.7 million, respectively.

X

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The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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INCOME TAXES
12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES
INCOME TAXES
The components of income (loss) before income tax (provision) benefit for the years ended December 31, 2016, 2015, and 2014 were as follows:

2016

2015

2014
U.S.

$
17.6

$
17.1

$
(4.5
)
Non-U.S.

3.4

1.8

0.7

Total

$
21.0

$
18.9

$
(3.8
)

The components of our income tax (provision) benefit for the years ended December 31, 2016, 2015, and 2014 were as follows:

2016

2015

2014
Current Provision:

Federal

$
(7.8
)

$
(11.8
)

$
(9.7
)
State

(1.0
)

(0.8
)

(0.9
)
Foreign

(1.1
)

(0.8
)

(0.4
)

(9.9
)

(13.4
)

(11.0
)
Deferred Benefit:

Federal

5.3

5.8

10.7

State

4.3

2.5

0.9

Foreign

0.3

0.2

0.1

9.9

8.5

11.7

Total income tax (provision) benefit

$
—

$
(4.9
)

$
0.7

The components of our deferred income taxes as of December 31, 2016 and 2015 were as follows:

2016

2015
Deferred tax assets:

Federal net operating loss carryforward

$
0.6

$
—

State net operating loss carryforward

1.5

1.9

Research and development tax credits

6.6

3.6

Allowances for accounts receivable

0.5

0.4

Deferred rent obligation

12.4

12.0

Stock compensation

33.1

29.3

Other accrued liabilities

6.0

2.9

Deferred revenue

21.1

20.1

Other

1.9

1.5

Total gross deferred tax assets

83.7

71.7

Valuation allowance

(4.1
)

(4.0
)
Total deferred tax assets

79.6

67.7

Deferred tax liabilities:

Intangible assets

(31.7
)

(34.6
)
Capitalized software

(34.9
)

(23.6
)
Property and equipment

(10.8
)

(10.5
)
Investments

—

0.1

Total deferred tax liabilities

(77.4
)

(68.6
)
Net deferred tax assets (liabilities)

$
2.2

$
(0.9
)

During the years ended December 31, 2016, 2015, and 2014, we utilized tax attributes to reduce the current tax provision by $9.0 million, $12.9 million, and $9.9 million, respectively.
As of December 31, 2016, we had federal and state net operating loss, or NOL, carryforwards of approximately $72.2 million (which included $70.4 million was comprised of NOL carryforwards from stock-based compensation) and $50.5 million (which included $19.2 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income. The federal NOL carryforwards expire at various times from 2020 through 2036, and the state NOL carryforwards begin to expire in 2018. As of December 31, 2015, we had federal and state NOL carryforwards of approximately $85.6 million (which was comprised entirely of NOL carryforwards from stock-based compensation) and $67.9 million (which included $29.2 million of NOL carryforwards from stock-based compensation), respectively, to offset future federal and state taxable income.
We generated NOL carryforwards from stock-based compensation deductions in excess of expenses recognized for financial reporting purposes, which are referred to as excess tax benefits. Excess tax benefits are realized when they reduce taxes payable, as determined using a “with and without” method, and are credited to additional paid-in capital rather than as a reduction of the income tax provision. During the years ended December 31, 2016, 2015, and 2014, we realized excess tax benefits from federal and state tax deductions of $7.5 million, $10.3 million, and $9.9 million, respectively. As of December 31, 2016, there are unrecognized federal and state excess tax benefits of $91.1 million and $24.2 million, respectively, which will be credited to additional paid-in capital when realized.
Our research and development, or R&D, tax credits carryforward is available to offset future federal and state taxes, and the credits expire at various times through 2036. We have federal and state R&D credits of $20.7 million (which relates entirely to the utilization of credits under the without method of accounting related to stock-based compensation) and $11.3 million (which includes $5.0 million from the utilization of credits under the without method of accounting related to stock-based compensation), respectively. These benefits, when utilized to reduce taxes payable, will be credited to additional paid-in capital.
A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31, 2016, 2015, and 2014:

2016

2015

2014
Income tax computed at federal statutory tax rate

35
%

35
%

35
%
State taxes, net of federal benefit

4
%

7
%

6
%
Research and development credits

(46
)%

(32
)%

86
%
Permanent differences

7
%

13
%

(87
)%
Valuation allowance

—
%

3
%

(21
)%
Effective income tax rate

—
%

26
%

19
%

A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:

2016

2015

2014
Beginning uncertain tax benefits

$
7.7

$
5.8

$
4.8

Prior year – decreases

—

—

(0.1
)
Prior year – increases

0.6

0.5

0.9

Current year – decreases

(0.6
)

(0.4
)

(0.2
)
Current year – increases

2.1

1.8

0.4

Ending uncertain tax benefits

$
9.8

$
7.7

$
5.8

Included in the balance of unrecognized tax benefits at December 31, 2016 are $8.4 million of tax benefits that, if recognized, would affect the effective tax rate. We anticipate that no material amounts of unrecognized tax benefits will either expire or be settled within 12 months of the reporting date.
Interest and penalties included in the tax provision amounted to a credit of $0.3 million for the year ended December 31, 2016. There were no interest and penalties included in the tax provision for the year ended December 31, 2015. Interest and penalties included in the tax benefit amounted to $0.8 million for the year ended December 31, 2014. Accrued interest and penalties amounted to $1.1 million and $1.2 million as of December 31, 2016 and 2015, respectively.
We are subject to taxation in Federal, various state, and Indian jurisdictions. All carryforward attributes generated in prior years may still be adjusted upon examination by the Internal Revenue Service or other tax authorities if they have been used or will be used in a future period. As of December 31, 2016, federal tax years after 2013, state tax years after 2012, and foreign tax years after 2008 remain open per the statute of limitations by the major taxing jurisdictions to which we are subject.

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-Subparagraph (SX 210.4-08.(h))
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XML 48 R20.htm IDEA: XBRL DOCUMENT v3.6.0.2

COMMITMENTS AND CONTINGENCIES
12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment discrimination claims and challenges to our intellectual property. We believe that we have adequate legal defenses and that the likelihood of a loss contingency relating to the ultimate disposition of any of these disputes is remote. When the likelihood of a loss contingency becomes at least reasonably possible with respect to any of these disputes, or, as applicable in the future, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, we will revise our disclosures in accordance with the relevant authoritative guidance.
Additionally, we will accrue a liability for loss contingencies when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We will review these accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made.

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The entire disclosure for commitments and contingencies.
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-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Selected quarterly financial information follows for the year ended December 31, 2016:

First
Quarter¹

Second
Quarter¹

Third
Quarter¹

Fourth
Quarter

Year
Revenue:

Business services

$
247.5

$
254.1

$
267.1

$
278.9

$
1,047.6

Implementation and other

8.6

7.8

9.6

9.3

35.3

Total revenue

256.1

261.9

276.7

288.2

1,082.9

Cost of revenue

132.4

132.9

134.7

133.5

533.5

Gross profit

123.7

129.0

142.0

154.7

549.4

Other Operating Expenses:

Selling and marketing

59.8

68.2

61.5

67.1

256.6

Research and development

30.3

28.8

31.0

44.4

²
134.5

General and administrative

33.3

33.3

34.3

30.8

131.7

Total other operating expenses

123.4

130.3

126.8

142.3

522.8

Operating income (loss)

0.3

(1.3
)

15.2

12.4

26.6

Other expense

(1.8
)

(1.5
)

(1.4
)

(0.9
)

(5.6
)
(Loss) income before income tax (provision) benefit

(1.5
)

(2.8
)

13.8

11.5

21.0

Income tax benefit (provision)

0.7

0.9

0.1

(1.7
)

—

Net (loss) income

$
(0.8
)

$
(1.9
)

$
13.9

$
9.8

$
21.0

Net (loss) income per share – Basic

$
(0.02
)

$
(0.05
)

$
0.35

$
0.25

$
0.53

Net (loss) income per share – Diluted

$
(0.02
)

$
(0.05
)

$
0.35

$
0.24

$
0.52

Weighted average shares used in computing net (loss) income per share:

Basic

39.0

39.3

39.4

39.5

39.3

Diluted

39.0

39.3

40.0

40.1

40.1

¹Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.
²Includes $6.6 million of the $7.3 million in restructuring costs related to strategic workforce re-alignment disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

Net income (loss) per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.

Selected quarterly financial information follows for the year ended December 31, 2015:

First
Quarter¹

Second
Quarter¹

Third
Quarter¹

Fourth
Quarter¹

Year¹
Revenue:

Business services

$
197.8

$
215.4

$
225.0

$
247.9

$
886.1

Implementation and other

8.6

9.3

11.1

9.6

38.6

Total revenue

206.4

224.7

236.1

257.5

924.7

Cost of revenue

105.7

112.5

120.3

123.7

462.2

Gross profit

100.7

112.2

115.8

133.8

462.5

Other Operating Expenses:

Selling and marketing

55.2

56.1

57.8

68.2

237.3

Research and development

27.5

28.4

26.7

28.4

111.0

General and administrative

29.8

29.9

28.1

30.5

118.3

Total other operating expenses

112.5

114.4

112.6

127.1

466.6

Operating (loss) income

(11.8
)

(2.2
)

3.2

6.7

(4.1
)
Other (expense) income:

Interest expense

(1.0
)

(1.5
)

(1.6
)

(1.6
)

(5.7
)
Other income

—

21.1

7.6

—

28.7

Total other (expense) income

(1.0
)

19.6

6.0

(1.6
)

23.0

(Loss) income before income tax benefit (provision)

(12.8
)

17.4

9.2

5.1

18.9

Income tax benefit (provision)

4.0

(8.1
)

(3.4
)

2.6

(4.9
)
Net (loss) income

$
(8.8
)

$
9.3

$
5.8

$
7.7

$
14.0

Net (loss) income per share – Basic

$
(0.23
)

$
0.24

$
0.15

$
0.20

$
0.36

Net (loss) income per share – Diluted

$
(0.23
)

$
0.24

$
0.15

$
0.19

$
0.35

Weighted average shares used in computing net (loss) income per share:

Basic

38.3

38.6

38.7

38.9

38.6

Diluted

38.3

39.3

39.5

39.8

39.6

¹Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

Net (loss) income per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General
General – athenahealth, Inc. (“athenahealth,” the “Company,” “we,” or “our”) partners with hospital and ambulatory clients to drive clinical and financial results. We offer network-based medical record, revenue cycle, patient engagement, care coordination, and population health services, as well as Epocrates® and other point-of-care mobile applications. Our network provides clients better insight across their own organization as well as the ability to learn from the experience of every other provider on the network. Through our model, we infuse the knowledge clients need to thrive in a changing industry directly into their workflow, from clinical guidelines to payer rules. We take on back office work at scale so providers can focus on patients, not paperwork. Our clients largely consist of medical group practices ranging in size throughout the United States of America.

Subsequent Events
We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements.

Principles of Consolidation
Principles of Consolidation – The accompanying consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Presentation
Presentation – During 2016, we adopted a change in presentation on our consolidated statements of income in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses, depreciation, and amortization of capitalized software. In addition, in 2016, we changed the rounding of our financial statements from thousands to millions. Prior periods have been revised to reflect this change in presentation.

Use of Estimates
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including the expected client life; (2) asset impairments; (3) depreciable lives of assets; (4) fair value of stock-based compensation; (5) fair value of identifiable purchased tangible and intangible assets in a business combination; (6) determination of the reporting unit(s) for goodwill impairment testing; (7) litigation reserves; and (8) capitalized software costs. Actual results could significantly differ from those estimates.

Segment Reporting
Segment Reporting – Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the CODM, or decision-making group in assessing performance and making decisions regarding resource allocation. We use consolidated financial information in determining how to allocate resources and assess performance, and have determined that we operate in one segment. The CODM, our Chief Executive Officer, uses non-GAAP adjusted operating income (defined as the sum of GAAP net income (loss) before (provision for) benefit from income taxes; total other (expense) income; stock-based compensation expense; amortization of capitalized stock-based compensation related to software development; amortization of purchased intangible assets; integration and transaction costs; and exit costs, including restructuring costs) as the measure of our profit on a regular basis.

Revenue Recognition
Revenue Recognition – We recognize revenue when there is evidence of an arrangement, the service has been provided to the client, the collection of the fees is reasonably assured, and the amount of fees to be paid by the client is fixed or determinable.
We derive our revenue from two sources: business services, and implementation and other services. Business services primarily consists of revenue from our network-enabled billing and practice management service; EHR service; patient engagement and communication service; order transmission and care coordination service; and population health service, as well as clinical decision support through Epocrates and other point-of-care mobile applications.
Our clients typically purchase one-year service contracts for our integrated, network-enabled services that renew automatically. In most cases, our clients may terminate their agreements with 90 days' notice without cause. We typically retain the right to terminate client agreements in the same timeframe. Our clients are billed monthly, in arrears, based either upon a percentage of collections posted to athenaNet, minimum fees, flat fees, or per-claim fees. We do not recognize revenue for athenahealth-branded business services fees until client collections are posted, as the services fees are not fixed or determinable until such time. Unbilled amounts that have been earned are accrued and recorded as revenue and are included in our accounts receivable balances.
Members enter into subscriptions to the Epocrates point-of-care medical application via an internal or third-party digital distribution platform or through a redeemable subscription code which expires within six to 12 months of issuance. Basic subscriptions are free and do not expire. Premium subscription fees are assessed on the length of the subscription period, which is typically one year. Payment occurs at the time of order, which is in advance of the services being performed, and such amounts are recorded as deferred revenue. Premium subscriptions are recognized ratably over the contracted term of delivery, which begins upon activation of the subscription through expiration of the term and is typically one year. If a subscription code expires before it is redeemed, revenue is recognized upon expiration.
Sponsored clinical information and decision support service clients are charged a fee for the service or group of services to be provided and are typically billed a portion of the contracted fee upon signing of the agreement with the balance billed upon one or more future milestones. Each service deliverable within these multiple element arrangements is accounted for as a separate unit if the delivered item or items have value to the client on a stand-alone basis. This is the only criteria we need to assess because our revenue arrangements do not include a general right of return, as we deliver services and not products. We consider a deliverable to have stand-alone value if we sell this item separately, if the item is sold by another vendor, or could be resold by the client. We allocate arrangement consideration to each deliverable using our best estimate of selling price, or BESP, if we do not have vendor specific objective evidence of the selling price, or VSOE, or third-party evidence of selling price, or TPE, of fair value. As a result, any discount or premium inherent in the arrangement is allocated to each element in the arrangement based on the relative selling price of each element.
Multiple element arrangements require judgments as to how to allocate the arrangement consideration to each deliverable. Due to the specific nature of these agreements, the highly-customized offerings, and the variability in the amount of discount offered for individual services across multiple contracts, we have not been able to conclude that a consistent number of stand-alone sales of a deliverable have been priced within a reasonably narrow range in order to assert that we have established VSOE. Due to the fact that our services differ significantly from that of our peers and contain a significant level of customization, and the comparable pricing of products with similar functionality cannot be obtained, we are also currently unable to determine TPE. We therefore use BESP to establish the relative selling price of our individual deliverables and allocate total consideration to each element in the arrangement. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for a service by considering multiple factors including an analysis of recent stand-alone sales of that service, market conditions, competitive landscape, and pricing practices.
Implementation and other services revenue primarily consists of the amortization of deferred revenue on implementation services. Prior to 2014, all of these fees were billed upfront and recorded as deferred revenue until the implementation was complete, and then, as the service did not have stand-alone value, it was recognized ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be 12 years. We evaluate the length of the amortization period of the implementation fees based on our experience with client contract renewals and consideration of the period over which those clients will receive benefits from our current portfolio of services.
During 2014, we began to sell go-live and training support services separate from the required implementation services. Go-live and training support services can be purchased by the client from us or third-party vendors, and therefore, have stand-alone value and are recognized upon delivery of service. When we made this change, we began to include the fees associated with the required implementation services in our ongoing monthly rate; therefore, they are being recognized ratably over the client life. Previously deferred revenue balances related to implementation services that were billed upfront and did not have stand-alone value will continue to be amortized over those remaining client lives.
Certain expenses related to the implementation, go-live and training of a client, such as out-of-pocket travel, are typically reimbursed by the client. This is accounted for as both revenue and expense in the period the cost is incurred.

Research and Development Expense
Research and Development Expense – Research and development expense consists primarily of compensation expense (including stock-based compensation) for research and development employees and consulting fees for third-party developers. All such costs are expensed as incurred, except for certain internal use software costs, which may be capitalized (refer to Note 6 – Capitalized Software Costs). Research and development expense also includes allocated amounts for overhead, depreciation, and amortization.

Stock-Based Compensation
Stock-Based Compensation – We account for share-based awards, including shares issued under employee stock purchase plans; stock options; and restricted stock units with compensation cost measured using the fair value of the awards issued. We use the Black-Scholes option pricing model to value share-based awards and determine the related compensation expense. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates. We generally issue previously unissued shares for the exercise of stock options; however, we may reissue previously acquired treasury shares to satisfy these awards in the future.

Certain employees have received awards for which the ultimate number of shares that will be subject to vesting is dependent upon the achievement of certain financial targets for the year. Such determination is not made until the award’s vesting determination date, which is the date our fiscal year financial statements are available. The award is initially recorded at the maximum attainable number of shares that is most likely to be subject to vesting based on available financial forecasts as of the date of grant. This amount is adjusted on a quarterly basis as new financial forecasts become available. Stock‑based compensation expense for these awards is recorded over the requisite service period, generally four years. Such awards generally vest ratably over four years from the vesting determination date.

Advertising Expenses
Advertising Expenses – Advertising expenses are expensed as incurred and are included in selling and marketing expense in the Consolidated Statements of Income.

Cash and Cash Equivalents
Cash and Cash Equivalents – We consider all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents.

Investments
Investments – Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. Our convertible notes receivable from privately-held companies are accounted for as available-for-sale investments which are carried at cost, which we believe approximates fair value. Upon conversion, if any, we assess whether such equity investments should be accounted for on a cost basis or equity method, depending on whether we believe we have significant influence over the investee, the type of equity held and the level of equity interest held in the investee. Marketable securities, if any, are also accounted for as available-for-sale investments and recorded at fair value. Unrealized holding gains and losses on available-for-sale investments are included in accumulated other comprehensive (loss) income. The Company determines realized gains and losses based on the specific identification method. Management monitors and assesses individual investments for other-than-temporary impairment on a quarterly basis.

Concentrations of Credit Risk
Concentrations of Credit Risk – Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, investments, derivatives, notes receivable, and accounts receivable. We attempt to limit our credit risk associated with cash equivalents and investments by investing and/or depositing in highly-rated corporate and financial institutions, and engaging with highly-rated financial institutions as counterparties to our derivative transactions. With respect to client accounts receivable, we manage our credit risk by performing ongoing credit evaluations of our clients.

Accounts Receivable
Accounts Receivable – Accounts receivable represents unbilled amounts and amounts due from clients for business services. Accounts receivable are stated net of an allowance for uncollectible accounts, which is determined by establishing reserves for specific accounts and consideration of historical and estimated probable losses.

Property and Equipment
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:
Equipment, furniture, and fixtures
3-5 years
Aircraft
20 years
Buildings
30-40 years
Building improvements
10-25 years
Land improvements
10 years

Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the improvements or the applicable lease terms, excluding renewal periods. Costs associated with maintenance and repairs are expensed as incurred.

Capitalized Interest Cost
Capitalized Interest Cost – Interest costs related to major capital projects, specifically our corporate headquarters campus project and capitalized internal-use software costs, are capitalized until each underlying asset is placed into service. Capitalized interest is calculated by multiplying the effective interest rate of the outstanding debt by the qualifying costs. As the qualifying asset is placed into service, the qualifying asset and the related capitalized interest are amortized over the useful life of the related asset.

Capitalized Software Costs
Capitalized Software Costs – We capitalize certain costs related to the development of athenaNet services and other internal-use software. Costs incurred during the application development phase are capitalized only when we believe it is probable the development will result in new or additional functionality. The types of costs capitalized during the application development phase include employee wages and stock-based compensation expense, as well as consulting fees for third-party developers working on these projects. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. The estimated useful lives of the software is two to five years

Long-Lived Assets
Long-Lived Assets – Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition, as compared with the asset carrying value. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less costs to sell.

Goodwill
Goodwill – Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We evaluate the carrying value of our goodwill annually on November 30. The first step of the goodwill impairment test compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. If the carrying amount of our reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

Purchased Intangibles Assets
Purchased Intangible Assets – Most of our purchased intangible assets were acquired in connection with business acquisitions, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time.

Deferred Rent
Deferred Rent – Deferred rent consists of rent escalation, tenant improvement allowances and other incentives received from landlords related to the operating leases for our facilities. Rent escalation represents the difference between actual operating lease payments due and straight-line rent expense, which we record over the term of the lease. The excess is recorded as a deferred credit in the early periods of the lease, when cash payments are generally lower than straight-line rent expense, and is reduced in the later periods of the lease when payments begin to exceed the straight-line expense. Tenant allowances from landlords for tenant improvements are generally comprised of cash received from the landlord or paid on our behalf as part of the negotiated terms of the lease. These tenant improvement allowances and other incentives are recorded when realizable as deferred rent and are amortized as a reduction of periodic rent expense, over the term of the applicable lease.

Exit Costs, Including Restructuring Costs
Exit Costs, Including Restructuring Costs – Exit costs, including restructuring costs, represent costs related to workforce reductions and to terminate certain lease or other contractual agreements for strategic re-alignment purposes. During the years ended December 31, 2016 and 2015, the costs related to workforce reductions are primarily included in research and development expenses. During the years ended December 31, 2016 and 2015, the costs related to termination of leases and contractual agreements and are primarily included in general and administrative expenses.

Deferred Revenue
Deferred Revenue – Deferred revenue primarily consists of billings or payments received in advance of the revenue recognition criteria being met. Deferred revenue primarily includes amounts associated with multiple element arrangements associated with sponsored clinical information and decision support services which are recognized based upon contractual deliverables and pre-2014 implementation services fees which continue to be recognized as revenue ratably over the longer of the life of the agreement or the expected client life, which is currently estimated to be 12 years. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current.

Preferred and Common Stock
Preferred Stock – Our Board of Directors has the authority, without further action by stockholders, to issue up to 5 million shares of preferred stock in one or more series. Our Board of Directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. The ability to issue preferred stock could delay or impede a change in control. As of December 31, 2016 and 2015, no shares of preferred stock were outstanding.
Common Stock – Common stockholders are entitled to one vote per share and dividends, when declared by the Board of Directors, subject to any preferential rights of preferred stockholders.

Business Combinations
Business Combinations – We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; non-controlling interests, if any, are reflected at fair value at the acquisition date; in-process research and development, if any, is recorded at fair value as an intangible asset at the acquisition date; restructuring costs associated with a business combination are expensed; contingent consideration is measured at fair value at the acquisition date, with changes in the fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management’s estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses’ operations are included in the Consolidated Statements of Income of the combined entity beginning on the date of acquisition.

Income Taxes
Income Taxes – Deferred tax assets and liabilities relate to temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using enacted tax rates and laws expected to be in effect at the time of their reversal. Any change in an enacted tax rate would result in a charge or credit to the income tax provision. A valuation allowance is established to reduce net deferred tax assets if, based on the available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial results.
We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Our income tax positions must meet a more-likely-than-not recognition threshold at the balance sheet date to be recognized in the related period. We record interest and penalties related to unrecognized tax benefits in income tax expense.

Sales and Use Taxes
Sales and Use Taxes – Our services are subject to sales and use taxes in certain jurisdictions. Our contractual agreements with clients provide that payment of any sales or use tax assessments is the responsibility of the client. In certain jurisdictions, sales taxes are collected from the client and remitted to the respective agencies. These taxes are recorded on a net basis and excluded from revenue and expense in our financial statements as presented.

Incentives Received from Governmental Bodies
Incentives Received from Governmental Bodies – From time to time, we receive incentives from various government agencies and programs. We account for the portion of the credits that are expected to be used as grants by reducing general and administrative expense. Credits which are expected to be used to reduce general and administrative expense are recognized when the requirements to earn the credits have been met.

Foreign Currency Translation
Foreign Currency Translation – The financial position and results of operations of our foreign subsidiary are measured using local currency as the functional currency. Assets and liabilities are translated at the rate of exchange in effect at the end of each reporting period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency translation gains and losses are recorded within other comprehensive income (loss).

Employee Benefit Plan
Employee Benefit Plan – We sponsor a 401(k) retirement savings plan, which we refer to as the 401(k) Plan, under which eligible employees may contribute, on a pre-tax basis, specified percentages of their compensation, subject to maximum aggregate annual contributions imposed by the Internal Revenue Code of 1986. All employee contributions are allocated to the employee’s individual account and are invested in various investment options as directed by the employee. Employees’ cash contributions are fully vested and non-forfeitable. We may make a discretionary contribution in any year, subject to authorization by our Board of Directors.

New Accounting Pronouncements
New Accounting Pronouncements – In March 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this guidance, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods; however, early adoption is permitted. We have evaluated ASU 2016-09 and believe that when we adopt this standard for January 1, 2017, our effective tax rate going forward will be impacted. Also, upon adoption, we will recognize our previously unrecognized excess tax benefits using the modified retrospective transition method, which will result in a cumulative-effect increase of $49.2 million to retained earnings and deferred tax assets. In addition, upon adoption, we no longer intend to calculate an estimate of expected forfeitures and will begin to recognize forfeitures as they occur, which will result in a cumulative-effect increase of $1.0 million to retained earnings with the offset to decrease additional paid-in capital.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 most significantly impacts lessee accounting and disclosures. First, this guidance requires lessees to identify arrangements that should be accounted for as leases. Under ASU 2016-02, for lease arrangements exceeding a 12-month term, a right-of-use asset and lease obligation is recorded by the lessee for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We anticipate that this standard will have a material impact on our consolidated financial statements, as all long-term leases will be capitalized on the consolidated balance sheet. We intend to early adopt this standard effective January 1, 2018 using a modified retrospective approach.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09, which was issued in March 2014 and has been codified with the Accounting Standards Codification as Topic 606, is now effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, ASC 606 provides guidance on accounting for certain revenue-related costs including, but not limited to, when to capitalize costs associated with obtaining and fulfilling a contract. ASC 606 provides companies with two implementation methods. Companies can choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Since ASU 2014-09 was issued, several additional ASUs have been issued and incorporated within ASC 606 to clarify various elements of the guidance. We anticipate that this standard will have a material impact on our consolidated financial statements with respect to the capitalization of costs of commissions, upfront costs, and other contract acquisition-based and contract fulfillment costs on our consolidated balance sheets. We are continuing to assess all potential impacts of the standard, including the impact to the pattern with which we recognize revenue.

Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period under the treasury stock method. Potentially dilutive securities include stock options, restricted stock units, and shares to be purchased under the employee stock purchase plan. Under the treasury stock method, dilutive securities are assumed to be exercised at the beginning of the periods and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Securities are excluded from the computations of diluted net income (loss) per share if their effect would be anti-dilutive to earnings per share; therefore, in periods of net loss, shares used to calculate basic and dilutive net loss per share are equivalent.

Fair Value of Financial Instruments
As of December 31, 2016 and 2015, the carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued expenses approximated their estimated fair values because of the short-term nature of these financial instruments. Money market funds are valued using a market approach based upon the quoted market prices of identical instruments when available or other observable inputs such as trading prices of identical instruments in inactive markets or similar securities. Derivatives are carried at fair value, as determined using standard valuation models, and adjusted when necessary for credit risk. Refer to Note 9 – Debt for additional information.
Our MDP Accelerator program is designed to cultivate heath care information technology start-ups and expand services offered to our provider network. MDP Accelerator portfolio investments as of December 31, 2016 and 2015 are typically made in the form of convertible notes receivable or cost method investments, which are included in investments and other assets on our Consolidated Balance Sheets. At September 30, 2016, we evaluated performance risk and fully impaired one of the convertible notes receivable. As there is no indication of performance risk related to the remaining notes receivable as of December 31, 2016, we estimate that the fair value of the notes receivable approximates cost, based on inputs including the original transaction prices, our own recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investments, subsequent rounds of financing, and changes in financial ratios or cash flows (Level 3).

Fair Value Measurement
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity. It is our policy to recognize transfers between levels of the fair value hierarchy, if any, at the end of the reporting period; however, there have been no such transfers during any of the periods presented.

Commitments and Contingencies
We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment discrimination claims and challenges to our intellectual property. We believe that we have adequate legal defenses and that the likelihood of a loss contingency relating to the ultimate disposition of any of these disputes is remote. When the likelihood of a loss contingency becomes at least reasonably possible with respect to any of these disputes, or, as applicable in the future, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, we will revise our disclosures in accordance with the relevant authoritative guidance.
Additionally, we will accrue a liability for loss contingencies when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We will review these accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made.

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Activity in the Allowance for Doubtful Accounts
Activity in the allowance for doubtful accounts is as follows:

Years Ended December 31,

2016

2015

2014
Beginning balance

$
0.7

$
0.6

$
1.7

Provision

0.7

0.6

(0.8
)
Write-offs

(0.8
)

(0.5
)

(0.3
)
Ending balance

$
0.6

$
0.7

$
0.6

Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:

Years Ended December 31,

2016

2015
Other prepaid expenses

$
13.4

$
10.3

Other receivables

10.6

12.3

Prepaid maintenance and support

10.2

7.6

Prepaid expenses and other current assets

$
34.2

$
30.2

Estimated Useful Lives
Depreciation is calculated on a straight-line basis over the following estimated useful lives:
Equipment, furniture, and fixtures
3-5 years
Aircraft
20 years
Buildings
30-40 years
Building improvements
10-25 years
Land improvements
10 years
Property and equipment consists of the following:

Years Ended December 31,

2016

2015
Equipment

$
141.4

$
113.2

Furniture and fixtures

32.0

25.1

Leasehold improvements

34.4

32.5

Aircraft

15.6

15.1

Building

131.7

131.7

Building improvements

95.4

81.2

Land

23.1

23.1

Land improvements

6.5

5.9

Total property and equipment, at cost

480.1

427.8

Accumulated depreciation

(155.9
)

(116.0
)
Construction in progress

23.5

9.7

Property and equipment, net

$
347.7

$
321.5

Accrued Expenses
Accrued expenses consist of the following:

As of December 31,

2016

2015
Accrued bonus

$
53.4

$
59.0

Accrued vacation

11.2

9.8

Accrued payroll

14.8

9.4

Accrued commissions

10.3

9.9

Accrued compensation expenses

$
89.7

$
88.1

General operations accrued liabilities

$
41.1

$
42.6

Accrued property and equipment additions

10.6

8.8

Accrued expenses

$
51.7

$
51.4

Activity Related to Exit Costs
The activity related to the exit cost accrual during the years ended December 31, 2016 and 2015 consist of the following:

Workforce Reductions

Termination of Leases and Contractual Agreements

Total
Accrual at December 31, 2014

$
—

$
—

$
—

Additions

1.1

4.6

5.7

Cash Payments

(0.3
)

(4.4
)

(4.7
)
Accrual at December 31, 2015

$
0.8

$
0.2

$
1.0

Additions

7.3

4.0

11.3

Cash Payments

(5.0
)

(4.2
)

(9.2
)
Accrual at December 31, 2016

$
3.1

$
—

$
3.1

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NET INCOME (LOSS) PER SHARE (Tables)
12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Net Income (Loss) per Share
The following table reconciles the weighted average shares outstanding for basic and diluted net income (loss) per share for the periods indicated:

Years Ended December 31,

2016

2015

2014
Net income (loss)

$
21.0

$
14.0

$
(3.1
)
Weighted average shares used in computing basic net income (loss) per share

39.3

38.6

37.9

Net income (loss) per share – Basic

$
0.53

$
0.36

$
(0.08
)
Net income (loss)

$
21.0

$
14.0

$
(3.1
)
Weighted average shares used in computing basic net income (loss) per share

39.3

38.6

37.9

Effect of dilutive securities

0.8

1.0

—

Weighted average shares used in computing diluted net income (loss) per share

40.1

39.6

37.9

Net income (loss) per share – Diluted

$
0.52

$
0.35

$
(0.08
)

X

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities, and fair values determined by Level 2 inputs utilize quoted prices in inactive markets for identical assets or liabilities obtained from readily available pricing sources for similar instruments. The fair values determined by Level 3 inputs are unobservable values which are supported by little or no market activity. It is our policy to recognize transfers between levels of the fair value hierarchy, if any, at the end of the reporting period; however, there have been no such transfers during any of the periods presented.

Fair Value Measurements as of December 31, 2016, Using

Level 1

Level 2

Level 3

Total
Cash and cash equivalents:

Money market

$
15.0

$
—

$
—

$
15.0

Debt Securities:

MDP Accelerator portfolio

$
—

$
—

$
0.5

$
0.5

Total assets

$
15.0

$
—

$
0.5

$
15.5

Fair Value Measurements as of December 31, 2015, Using

Level 1

Level 2

Level 3

Total
Cash and cash equivalents:

Money market

$
10.0

$
—

$
—

$
10.0

Debt Securities:

MDP Accelerator portfolio

$
—

$
—

$
1.3

$
1.3

Total assets

$
10.0

$
—

$
1.3

$
11.3

Interest rate swap liability ^(a)

$
—

$
(0.2
)

$
—

$
(0.2
)
Total liabilities

$
—

$
(0.2
)

$
—

$
(0.2
)

^(a)
Recorded in accrued expenses on the Consolidated Balance Sheet.

Reconciliations for Fair Values of Financial Instruments Determined by Level 3
The following table presents our financial instruments measured at fair value using unobservable inputs (Level 3) as of the years ended December 31, 2016 and 2015:

Fair Value Measurements Using Unobservable Inputs (Level 3)

Year Ended December 31, 2016

Year Ended December 31, 2015
Balance, beginning of period

$
1.3

$
0.8

Additions

0.3

0.8

Conversion

(0.3
)

(0.3
)
Settlement

(0.3
)

—

Impairment

(0.5
)

—

Balance, end of period

$
0.5

$
1.3

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PROPERTY AND EQUIPMENT (Tables)
12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment
Depreciation is calculated on a straight-line basis over the following estimated useful lives:
Equipment, furniture, and fixtures
3-5 years
Aircraft
20 years
Buildings
30-40 years
Building improvements
10-25 years
Land improvements
10 years
Property and equipment consists of the following:

Years Ended December 31,

2016

2015
Equipment

$
141.4

$
113.2

Furniture and fixtures

32.0

25.1

Leasehold improvements

34.4

32.5

Aircraft

15.6

15.1

Building

131.7

131.7

Building improvements

95.4

81.2

Land

23.1

23.1

Land improvements

6.5

5.9

Total property and equipment, at cost

480.1

427.8

Accumulated depreciation

(155.9
)

(116.0
)
Construction in progress

23.5

9.7

Property and equipment, net

$
347.7

$
321.5

X

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CAPITALIZED SOFTWARE COSTS (Tables)
12 Months Ended

Dec. 31, 2016

Research and Development [Abstract]

Schedule of Capitalized Software
Capitalized software consisted of the following:

Years ended December 31,

2016

2015
Capitalized internal-use software development costs

$
122.7

$
114.5

Acquired third-party software licenses for internal use

47.5

25.7

Total gross capitalized software for internal-use

170.2

140.2

Accumulated amortization

(82.9
)

(61.6
)
Capitalized internal-use software in process

38.5

28.9

Total capitalized software costs

$
125.8

$
107.5

Schedule of Amortization Expense for All Capitalized Software
Future amortization expense for all capitalized software placed in service as of December 31, 2016 is estimated to be:
Year ending December 31,
Amount
2017
$
47.6

2018
20.3

2019
8.1

2020
7.5

2021
3.8

Estimated amortization expense on purchased intangible assets, based upon our intangible assets at December 31, 2016, is as follows:
Year ending December 31,
Amount
2017
17.6

2018
15.9

2019
15.2

2020
13.8

2021
11.5

Thereafter
37.9

Total
$
111.9

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GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables)
12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill
The following table summarizes the activity related to the carrying value of our goodwill during the years ended December 31, 2016 and 2015:
Gross balance as of January 1, 2015
$
198.1

Goodwill recorded in connection with the acquisition of Razor Insights, LLC
31.1

Gross balance as of December 31, 2015
$
229.2

Goodwill recorded in connection with the acquisition of Arsenal Health
0.8

Goodwill recorded in connection with the acquisition of Filament Labs, Inc.
10.7

Gross balance as of December 31, 2016
$
240.7

Schedule of Acquired Finite-Lived Intangible Assets by Major Class
Finite-lived intangible assets acquired as of December 31, 2016 and 2015 are as follows:

December 31, 2016

Gross

Accumulated
Amortization

Net
Developed technology

$
6.2

$
(0.7
)

$
5.5

Customer relationships

26.0

(14.7
)

11.3

Doctor network

104.0

(23.2
)

80.8

Drug information content

10.0

(7.6
)

2.4

Trade name

11.6

(4.4
)

7.2

Trademark

0.1

—

0.1

Above market leases

0.2

(0.1
)

0.1

Leases in place

9.5

(5.0
)

4.5

Total

$
167.6

$
(55.7
)

$
111.9

December 31, 2015

Gross

Accumulated
Amortization

Net
Developed technology

$
13.5

$
(9.6
)

$
3.9

Customer relationships

25.4

(12.1
)

13.3

Doctor network

104.0

(15.2
)

88.8

Drug information content

10.0

(5.6
)

4.4

Trade name

11.5

(3.2
)

8.3

Trademark

0.1

—

0.1

Above market leases

3.0

(2.5
)

0.5

Leases in place

15.6

(8.9
)

6.7

Total

$
183.1

$
(57.1
)

$
126.0

Schedule of Finite Lived Intangible Assets Future Amortization Expense
Future amortization expense for all capitalized software placed in service as of December 31, 2016 is estimated to be:
Year ending December 31,
Amount
2017
$
47.6

2018
20.3

2019
8.1

2020
7.5

2021
3.8

Estimated amortization expense on purchased intangible assets, based upon our intangible assets at December 31, 2016, is as follows:
Year ending December 31,
Amount
2017
17.6

2018
15.9

2019
15.2

2020
13.8

2021
11.5

Thereafter
37.9

Total
$
111.9

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OPERATING LEASES AND OTHER COMMITMENTS (Tables)
12 Months Ended

Dec. 31, 2016

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases
Future minimum lease payments under non-cancelable operating leases as of December 31, 2016 are as follows:
Year ending December 31,
Future Rent
Payments
2017
$
16.0

2018
15.8

2019
14.5

2020
12.7

2021
13.0

Thereafter
74.4

Total minimum lease payments
$
146.4

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-Paragraph 2
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DEBT (Tables)
12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt
Future principal payments of the unsecured term loan facility at December 31, 2016 were as follows:

Amount
2017

18.8

2018

20.6

2019

28.1

2020

225.0

Total

$
292.5

Less current portion

18.8

Long-term portion

$
273.7

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STOCK-BASED COMPENSATION (Tables)
12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Total stock-based compensation expense for the years ended December 31, 2016, 2015, and 2014 was as follows:

Year Ended December 31,

2016

2015

2014
Stock-based compensation charged to:

Cost of revenue

$
17.9

$
14.5

$
12.0

Selling and marketing

19.0

18.4

14.6

Research and development

12.3

9.0

7.2

General and administrative

17.3

22.2

21.7

Total stock-based compensation expense

$
66.5

$
64.1

$
55.5

For the years ended December 31, 2016 and 2015, amortization of stock-based compensation associated with capitalized software was as follows:

Year Ended December 31,

2016

2015

2014
Amortization of capitalized stock-based compensation expense included in:

Cost of revenue

$
4.9

$
4.4

$
2.3

Research and development

0.1

—

—

Total capitalized software amortization expense

$
5.0

$
4.4

$
2.3

Schedule of Share-based Compensation, Stock Options, Activity
The following table presents the stock option activity for the year ended December 31, 2016:

Shares

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual Term
(in years)

Aggregate
Intrinsic
Value
Outstanding – January 1, 2016

1.6

$
78.94

Exercised

(0.2
)

44.38

Forfeited

(0.1
)

133.83

Outstanding – as of December 31, 2016

1.3

82.68

5.1

$
45.5

Exercisable – as of December 31, 2016

1.1

$
70.42

4.6

$
45.0

Vested and expected to vest as of December 31, 2016

1.3

$
82.08

5.0

$
45.5

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The following table illustrates the range of assumptions used to compute stock-based compensation expense for awards granted for the years ended December 31, 2015 and 2014. No stock options were granted in the year ended December 31, 2016.

Year Ended December 31,

2015

2014
Risk-free interest rate

1.06% - 1.57%

0.66% - 1.67%
Expected dividend yield

—%

—%
Expected option term (years)

3.0 - 5.0

3.0 - 5.0
Expected stock volatility

40% - 42%

46% - 47%

Schedule of Nonvested Restricted Stock Units Activity
The following table presents the restricted stock unit activity for the year ended December 31, 2016:

Shares

Weighted-
Average
Grant
Date
Fair Value
Outstanding – January 1, 2016

1.2

$
136.06

Granted

0.7

130.71

Vested

(0.5
)

123.83

Forfeited

(0.2
)

137.26

Outstanding – as of December 31, 2016

1.2

$
136.88

Expected to vest as of December 31, 2016

1.1

$
125.84

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INCOME TAXES (Tables)
12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Components of Income (Loss) before Income Tax
The components of income (loss) before income tax (provision) benefit for the years ended December 31, 2016, 2015, and 2014 were as follows:

2016

2015

2014
U.S.

$
17.6

$
17.1

$
(4.5
)
Non-U.S.

3.4

1.8

0.7

Total

$
21.0

$
18.9

$
(3.8
)

Current Foreign Tax Expense (Benefit)
The components of our income tax (provision) benefit for the years ended December 31, 2016, 2015, and 2014 were as follows:

2016

2015

2014
Current Provision:

Federal

$
(7.8
)

$
(11.8
)

$
(9.7
)
State

(1.0
)

(0.8
)

(0.9
)
Foreign

(1.1
)

(0.8
)

(0.4
)

(9.9
)

(13.4
)

(11.0
)
Deferred Benefit:

Federal

5.3

5.8

10.7

State

4.3

2.5

0.9

Foreign

0.3

0.2

0.1

9.9

8.5

11.7

Total income tax (provision) benefit

$
—

$
(4.9
)

$
0.7

Schedule of Deferred Tax Assets and Liabilities
The components of our deferred income taxes as of December 31, 2016 and 2015 were as follows:

2016

2015
Deferred tax assets:

Federal net operating loss carryforward

$
0.6

$
—

State net operating loss carryforward

1.5

1.9

Research and development tax credits

6.6

3.6

Allowances for accounts receivable

0.5

0.4

Deferred rent obligation

12.4

12.0

Stock compensation

33.1

29.3

Other accrued liabilities

6.0

2.9

Deferred revenue

21.1

20.1

Other

1.9

1.5

Total gross deferred tax assets

83.7

71.7

Valuation allowance

(4.1
)

(4.0
)
Total deferred tax assets

79.6

67.7

Deferred tax liabilities:

Intangible assets

(31.7
)

(34.6
)
Capitalized software

(34.9
)

(23.6
)
Property and equipment

(10.8
)

(10.5
)
Investments

—

0.1

Total deferred tax liabilities

(77.4
)

(68.6
)
Net deferred tax assets (liabilities)

$
2.2

$
(0.9
)

Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31, 2016, 2015, and 2014:

2016

2015

2014
Income tax computed at federal statutory tax rate

35
%

35
%

35
%
State taxes, net of federal benefit

4
%

7
%

6
%
Research and development credits

(46
)%

(32
)%

86
%
Permanent differences

7
%

13
%

(87
)%
Valuation allowance

—
%

3
%

(21
)%
Effective income tax rate

—
%

26
%

19
%

Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible
A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows:

2016

2015

2014
Beginning uncertain tax benefits

$
7.7

$
5.8

$
4.8

Prior year – decreases

—

—

(0.1
)
Prior year – increases

0.6

0.5

0.9

Current year – decreases

(0.6
)

(0.4
)

(0.2
)
Current year – increases

2.1

1.8

0.4

Ending uncertain tax benefits

$
9.8

$
7.7

$
5.8

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)
12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information
Selected quarterly financial information follows for the year ended December 31, 2016:

First
Quarter¹

Second
Quarter¹

Third
Quarter¹

Fourth
Quarter

Year
Revenue:

Business services

$
247.5

$
254.1

$
267.1

$
278.9

$
1,047.6

Implementation and other

8.6

7.8

9.6

9.3

35.3

Total revenue

256.1

261.9

276.7

288.2

1,082.9

Cost of revenue

132.4

132.9

134.7

133.5

533.5

Gross profit

123.7

129.0

142.0

154.7

549.4

Other Operating Expenses:

Selling and marketing

59.8

68.2

61.5

67.1

256.6

Research and development

30.3

28.8

31.0

44.4

²
134.5

General and administrative

33.3

33.3

34.3

30.8

131.7

Total other operating expenses

123.4

130.3

126.8

142.3

522.8

Operating income (loss)

0.3

(1.3
)

15.2

12.4

26.6

Other expense

(1.8
)

(1.5
)

(1.4
)

(0.9
)

(5.6
)
(Loss) income before income tax (provision) benefit

(1.5
)

(2.8
)

13.8

11.5

21.0

Income tax benefit (provision)

0.7

0.9

0.1

(1.7
)

—

Net (loss) income

$
(0.8
)

$
(1.9
)

$
13.9

$
9.8

$
21.0

Net (loss) income per share – Basic

$
(0.02
)

$
(0.05
)

$
0.35

$
0.25

$
0.53

Net (loss) income per share – Diluted

$
(0.02
)

$
(0.05
)

$
0.35

$
0.24

$
0.52

Weighted average shares used in computing net (loss) income per share:

Basic

39.0

39.3

39.4

39.5

39.3

Diluted

39.0

39.3

40.0

40.1

40.1

¹Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.
²Includes $6.6 million of the $7.3 million in restructuring costs related to strategic workforce re-alignment disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

Net income (loss) per share for the four quarters of the fiscal year may not sum to the total for the fiscal year due to the different number of shares outstanding during each period.

Selected quarterly financial information follows for the year ended December 31, 2015:

First
Quarter¹

Second
Quarter¹

Third
Quarter¹

Fourth
Quarter¹

Year¹
Revenue:

Business services

$
197.8

$
215.4

$
225.0

$
247.9

$
886.1

Implementation and other

8.6

9.3

11.1

9.6

38.6

Total revenue

206.4

224.7

236.1

257.5

924.7

Cost of revenue

105.7

112.5

120.3

123.7

462.2

Gross profit

100.7

112.2

115.8

133.8

462.5

Other Operating Expenses:

Selling and marketing

55.2

56.1

57.8

68.2

237.3

Research and development

27.5

28.4

26.7

28.4

111.0

General and administrative

29.8

29.9

28.1

30.5

118.3

Total other operating expenses

112.5

114.4

112.6

127.1

466.6

Operating (loss) income

(11.8
)

(2.2
)

3.2

6.7

(4.1
)
Other (expense) income:

Interest expense

(1.0
)

(1.5
)

(1.6
)

(1.6
)

(5.7
)
Other income

—

21.1

7.6

—

28.7

Total other (expense) income

(1.0
)

19.6

6.0

(1.6
)

23.0

(Loss) income before income tax benefit (provision)

(12.8
)

17.4

9.2

5.1

18.9

Income tax benefit (provision)

4.0

(8.1
)

(3.4
)

2.6

(4.9
)
Net (loss) income

$
(8.8
)

$
9.3

$
5.8

$
7.7

$
14.0

Net (loss) income per share – Basic

$
(0.23
)

$
0.24

$
0.15

$
0.20

$
0.36

Net (loss) income per share – Diluted

$
(0.23
)

$
0.24

$
0.15

$
0.19

$
0.35

Weighted average shares used in computing net (loss) income per share:

Basic

38.3

38.6

38.7

38.9

38.6

Diluted

38.3

39.3

39.5

39.8

39.6

¹Prior periods have been revised to reflect the change in presentation disclosed in Note 1 – Nature of Operations and Summary of Significant Accounting Policies.

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Narrative (Details)
12 Months Ended

Dec. 31, 2016

USD ($)

vote / shares

series

source

segment

shares

Dec. 31, 2015

USD ($)

segment

shares

Dec. 31, 2014

USD ($)

Dec. 31, 2017

USD ($)

Significant Accounting Policies [Line Items]

Number of operating segments | segment 1 1

Number of revenue sources | source 2

Term of service contracts 1 year

Period for notice of termination of agreement without cause 90 days

Deferred revenue, estimated period of recognition 12 years

Requisite service period 4 years

Options granted vesting period 4 years

Advertising expense $ 30,600,000 $ 28,100,000 $ 15,500,000

Impairment gain (loss) for long lived assets 0

Impairment losses recognized $ 0

Preferred stock, shares authorized (in shares) | shares 5,000,000.0 5,000,000.0

Preferred stock, shares outstanding (in shares) | shares 0 0

Votes per share entitled to common stockholders | vote / shares 1

Related party transaction, total expense $ 41,100,000 $ 23,600,000 11,300,000

Related party transaction, total payable 4,600,000 2,300,000

Proceeds from incentive programs 3,800,000 4,100,000 1,200,000

Accounting Standards Update 2016-09, Excess Tax Benefit Component | New Accounting Pronouncement, Early Adoption, Effect | Retained Earnings | Scenario, Forecast

Significant Accounting Policies [Line Items]

Cumulative effect of new accounting principle $ 49,200,000

Accounting Standards Update 2016-09, Forfeiture Rate Component | New Accounting Pronouncement, Early Adoption, Effect | Retained Earnings | Scenario, Forecast

Significant Accounting Policies [Line Items]

Cumulative effect of new accounting principle 1,000,000

Accounting Standards Update 2016-09, Forfeiture Rate Component | New Accounting Pronouncement, Early Adoption, Effect | Additional Paid-In Capital | Scenario, Forecast

Significant Accounting Policies [Line Items]

Cumulative effect of new accounting principle $ (1,000,000)

Defined Contribution Pension Plan

Significant Accounting Policies [Line Items]

Defined contribution plan, employer discretionary contribution amount $ 11,300,000 5,300,000 $ 4,500,000

Aircraft

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 20 years

Land improvements

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 10 years

Money market

Significant Accounting Policies [Line Items]

Cash and cash equivalents: $ 0 0

Minimum

Significant Accounting Policies [Line Items]

Number of series (more than) | series 1

Minimum | Developed technology

Significant Accounting Policies [Line Items]

Estimated useful life of the software 2 years

Minimum | Furniture fixtures and equipment

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 3 years

Minimum | Building

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 30 years

Minimum | Building improvements

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 10 years

Maximum | Developed technology

Significant Accounting Policies [Line Items]

Estimated useful life of the software 5 years

Maximum | Furniture fixtures and equipment

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 5 years

Maximum | Building

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 40 years

Maximum | Building improvements

Significant Accounting Policies [Line Items]

Estimated useful life of property and equipment 25 years

Epocrates

Significant Accounting Policies [Line Items]

Term of service contracts 1 year

Epocrates | Minimum

Significant Accounting Policies [Line Items]

Period for redeemable license code subscription 6 months

Epocrates | Maximum

Significant Accounting Policies [Line Items]

Period for redeemable license code subscription 12 months

Chief Executive Officer [Member]

Significant Accounting Policies [Line Items]

Revenue from related parties $ 100,000 $ 200,000

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

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BUSINESS COMBINATIONS Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Aug. 25, 2016

Apr. 11, 2016

Jan. 13, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Business Acquisition [Line Items]

Purchase price, net of cash acquired $ 16.9 $ 39.9 $ 0.0

Goodwill 240.7 $ 229.2 $ 198.1

Filament Labs, Inc

Business Acquisition [Line Items]

Purchase price, net of cash acquired $ 15.2

Continued employment expense 9.6

Goodwill $ 10.7

Preferred stock investment 10.10%

Step acquisition, remeasurement gain $ 0.8

Filament Labs, Inc | Technology-Based Intangible Assets

Business Acquisition [Line Items]

Intangible assets acquired $ 5.3

Filament Labs, Inc | Customer Relationships

Business Acquisition [Line Items]

Intangible assets acquired $ 0.6

Arsenal Health

Business Acquisition [Line Items]

Goodwill $ 0.8

Payments to acquire business, gross 1.7

Liability settled, fair value 0.3

Arsenal Health | Technology-Based Intangible Assets

Business Acquisition [Line Items]

Intangible assets acquired $ 0.9

RazorInsights

Business Acquisition [Line Items]

Goodwill $ 31.1

Payments to acquire business, gross 39.9

Measurement period adjustments 1.0

Fair value of assets acquired 8.9

RazorInsights | Technology-Based Intangible Assets

Business Acquisition [Line Items]

Intangible assets acquired 7.0

RazorInsights | Customer Relationships

Business Acquisition [Line Items]

Intangible assets acquired $ 4.0

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NET INCOME (LOSS) PER SHARE Net (Loss) Income Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Dec. 31, 2015

Sep. 30, 2015

Jun. 30, 2015

Mar. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Earnings Per Share [Abstract]

Net income (loss) $ 9.8 $ 13.9 $ (1.9) $ (0.8) $ 7.7 $ 5.8 $ 9.3 $ (8.8) $ 21.0 $ 14.0 $ (3.1)

Weighted average shares used in computing basic net income (loss) per share (in shares) 39.5 39.4 39.3 39.0 38.9 38.7 38.6 38.3 39.3 38.6 37.9

Net income (loss) per share - Basic (in dollars per share) $ 0.25 $ 0.35 $ (0.05) $ (0.02) $ 0.20 $ 0.15 $ 0.24 $ (0.23) $ 0.53 $ 0.36 $ (0.08)

Effect of dilutive securities (in shares) 0.8 1.0 0.0

Weighted average shares used in computing diluted net income (loss) per share (in shares) 40.1 40.0 39.3 39.0 39.8 39.5 39.3 38.3 40.1 39.6 37.9

Net income (loss) per share - Diluted (in dollars per share) $ 0.24 $ 0.35 $ (0.05) $ (0.02) $ 0.19 $ 0.15 $ 0.24 $ (0.23) $ 0.52 $ 0.35 $ (0.08)

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Options and restricted stock units which have an antidilutive effect (in shares) 0.4 0.7

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FAIR VALUE OF FINANCIAL INSTRUMENTS Narrative (Details) - USD ($)
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Interest rate cash flow hedge gain (loss) reclassified to earnings, net $ 0 $ 0

Gain (loss) on interest rate cash flow hedge ineffectiveness 0 0

Fair Value, Measurements, Recurring

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of interest rate swap liability 200,000

Fair Value, Measurements, Recurring | Level 2

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Senior Credit Facility, 2015 | Unsecured Debt

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Amount outstanding on facility 292,500,000

Senior Credit Facility | Unsecured Debt

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Amount outstanding on facility 300,000,000

Senior Credit Facility | Revolving Credit Facility

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Amount outstanding on facility $ 0 $ 0

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FAIR VALUE OF FINANCIAL INSTRUMENTS Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($)
$ in Millions

Dec. 31, 2016

Dec. 31, 2015

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total assets $ 15.5 $ 11.3

Interest rate swap liability (0.2)

Total liabilities (0.2)

Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total assets 15.0 10.0

Interest rate swap liability 0.0

Total liabilities 0.0

Level 2

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Total assets 0.0 0.0

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Total liabilities (0.2)

Level 3

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Total assets 0.5 1.3

Interest rate swap liability 0.0

Total liabilities 0.0

Money market

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Cash and cash equivalents: 15.0 10.0

Money market | Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents: 15.0 10.0

Money market | Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents: 0.0 0.0

Money market | Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash and cash equivalents: 0.0 0.0

MDP Accelerator portfolio

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Debt Securities: 0.5 1.3

MDP Accelerator portfolio | Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Debt Securities: 0.0 0.0

MDP Accelerator portfolio | Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Debt Securities: 0.0 0.0

MDP Accelerator portfolio | Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Debt Securities: $ 0.5 $ 1.3

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FAIR VALUE OF FINANCIAL INSTRUMENTS Reconciliations for Fair Values of Financial Instruments Determined by Level 3 (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Balance, beginning of period $ 1.3 $ 0.8

Additions 0.3 0.8

Conversion (0.3) (0.3)

Settlement (0.3) 0.0

Impairment (0.5) 0.0

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PROPERTY AND EQUIPMENT Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property and equipment, depreciation expense $ 47.9 $ 40.1 $ 31.5

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PROPERTY AND EQUIPMENT Schedule of Property and Equipment (Details) - USD ($)
$ in Millions

Dec. 31, 2016

Dec. 31, 2015

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost $ 480.1 $ 427.8

Accumulated depreciation (155.9) (116.0)

Construction in progress 23.5 9.7

Property and equipment, net 347.7 321.5

Equipment

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 141.4 113.2

Furniture and fixtures

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 32.0 25.1

Leasehold improvements

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 34.4 32.5

Aircraft

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 15.6 15.1

Building

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 131.7 131.7

Building improvements

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 95.4 81.2

Land

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost 23.1 23.1

Land improvements

Property, Plant and Equipment [Line Items]

Total property and equipment, at cost $ 6.5 $ 5.9

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CAPITALIZED SOFTWARE COSTS Schedule of Capitalized Software (Details) - USD ($)
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Dec. 31, 2015

Property, Plant and Equipment [Line Items]

Total gross capitalized software for internal-use $ 170.2 $ 140.2

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GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Goodwill (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Goodwill [Roll Forward]

Beginning gross balance $ 229.2 $ 198.1

Ending gross balance 240.7 229.2

RazorInsights

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Goodwill recorded in connection with the acquisition $ 31.1

Arsenal Health

Goodwill [Roll Forward]

Goodwill recorded in connection with the acquisition 0.8

Filament Labs, Inc

Goodwill [Roll Forward]

Goodwill recorded in connection with the acquisition $ 10.7

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GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - USD ($)
$ in Millions

Dec. 31, 2016

Dec. 31, 2015

Acquired Finite-Lived Intangible Assets [Line Items]

Gross $ 167.6 $ 183.1

Accumulated Amortization (55.7) (57.1)

Net 111.9 126.0

Developed technology

Acquired Finite-Lived Intangible Assets [Line Items]

Gross 6.2 13.5

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Net 5.5 3.9

Customer relationships

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Gross 26.0 25.4

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Net 11.3 13.3

Doctor network

Acquired Finite-Lived Intangible Assets [Line Items]

Gross 104.0 104.0

Accumulated Amortization (23.2) (15.2)

Net 80.8 88.8

Drug information content

Acquired Finite-Lived Intangible Assets [Line Items]

Gross 10.0 10.0

Accumulated Amortization (7.6) (5.6)

Net 2.4 4.4

Trade name

Acquired Finite-Lived Intangible Assets [Line Items]

Gross 11.6 11.5

Accumulated Amortization (4.4) (3.2)

Net 7.2 8.3

Trademark

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Gross 0.1 0.1

Accumulated Amortization 0.0 0.0

Net 0.1 0.1

Above market leases

Acquired Finite-Lived Intangible Assets [Line Items]

Gross 0.2 3.0

Accumulated Amortization (0.1) (2.5)

Net 0.1 0.5

Leases in place

Acquired Finite-Lived Intangible Assets [Line Items]

Gross 9.5 15.6

Accumulated Amortization (5.0) (8.9)

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Dec. 31, 2015

Dec. 31, 2014

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Dec. 31, 2015

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$ in Millions
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Dec. 31, 2015

Dec. 31, 2014

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OPERATING LEASES AND OTHER COMMITMENTS Schedule of Future Minimum Rental Payments for Operating Leases (Details)
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DEBT Narrative (Details) - USD ($)

May 05, 2015

Dec. 31, 2016

Dec. 31, 2015

Senior Credit Facility, 2015

Debt Instrument [Line Items]

Current borrowing capacity $ 500,000,000

Financing fees $ 1,000,000

Debt instrument, term 5 years

Senior Credit Facility, 2015 | Minimum

Debt Instrument [Line Items]

Commitment fee percentage 0.20%

Senior Credit Facility, 2015 | Maximum

Debt Instrument [Line Items]

Commitment fee percentage 0.40%

Senior Credit Facility, 2015 | Federal Funds Effective Swap Rate

Debt Instrument [Line Items]

Basis spread on variable rate 0.50%

Senior Credit Facility, 2015 | London Interbank Offered Rate (LIBOR)

Debt Instrument [Line Items]

Basis spread on variable rate 1.00%

Senior Credit Facility, 2015 | Unsecured Debt

Debt Instrument [Line Items]

Current borrowing capacity $ 300,000,000

Long-term line of credit $ 292,500,000

Senior Credit Facility, 2015 | Revolving Credit Facility

Debt Instrument [Line Items]

Current borrowing capacity 200,000,000

Additional borrowing capacity for Senior Credit Facility 100,000,000

Senior Credit Facility

Debt Instrument [Line Items]

Interest rate for facility 1.61% 1.74%

Senior Credit Facility | Unsecured Debt

Debt Instrument [Line Items]

Long-term line of credit $ 300,000,000

Senior Credit Facility | Revolving Credit Facility

Debt Instrument [Line Items]

Long-term line of credit $ 0 $ 0

Senior Credit Facility, 2013 | Revolving Credit Facility

Debt Instrument [Line Items]

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DEBT Schedule of Maturities of Long Term Debt (Details) - USD ($)
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Dec. 31, 2015

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STOCK-BASED COMPENSATION Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]

Total capitalized software amortization expense $ 66.5 $ 64.1 $ 55.5

Cost of revenue

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Total capitalized software amortization expense 17.9 14.5 12.0

Selling and marketing

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Total capitalized software amortization expense 19.0 18.4 14.6

Research and development

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Total capitalized software amortization expense 12.3 9.0 7.2

General and administrative

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STOCK-BASED COMPENSATION Narrative (Details)
$ / shares in Units, $ in Millions
12 Months Ended

Dec. 31, 2016

USD ($)

installment

$ / shares

shares

Dec. 31, 2015

USD ($)

$ / shares

Dec. 31, 2014

USD ($)

$ / shares

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Options granted vesting period 4 years

Options granted contractual term 4 years 6 months 20 days

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Stock options granted (in shares) | shares 0

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Amount of fair value of stock options and restricted stock units allocated to future services 4.1 $ 11.4

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Intrinsic value of shares purchased 17.4 $ 44.3 $ 53.5

Restricted Stock Units

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Amount of fair value of stock options and restricted stock units allocated to future services $ 104.3

Unrecognized stock-based compensation expense, expected weighted-average period for recognition 2 years 6 months

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Weighted average fair value of restricted units granted (in dollars per share) | $ / shares $ 130.71 $ 132.31 $ 181.81

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Number of annual anniversary installments | installment 3

Restricted Stock Units | Tranche Two

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of annual anniversary installments | installment 4

Stock Option Plan 2007

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Shares available for grant (in shares) | shares 2,085,817

Options granted vesting percentage per year 25.00%

Stock Option Plan 2007 | Management

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Options granted vesting period 4 years

Stock Option Plan 2007 | Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted vesting period 1 year

Options granted contractual term 5 years

Stock Option Plan 2007 | Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted vesting period 4 years

Options granted contractual term 10 years

Stock Option Plan 2007 | Incentive Stock Plans

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Percentage of employees who has voting power of all classes of stock granted incentive stock option 10.00%

Percentage of exercise price of the fair value of the Company's common stock at the date of the grant 110.00%

2010 Equity Incentive Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares available for grant (in shares) | shares 536,648

Employee Stock Purchase Plan (''2007 ESPP'')

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense $ 1.8 1.5 $ 1.7

Employee stock purchase price, percentage of the closing price of common stock 85.00%

Software Development Costs

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STOCK-BASED COMPENSATION Schedule of Amortization of Stock-based Compensation Associated with Capitalized Software (Details) - USD ($)
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12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

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STOCK-BASED COMPENSATION Schedule of Share-based Compensation, Stock Options, Activity (Details)
$ / shares in Units, $ in Millions
12 Months Ended

Dec. 31, 2016

USD ($)

$ / shares

shares

Shares

Beginning balance (in shares) | shares 1,600,000

Exercised (in shares) | shares (200,000)

Forfeited (in shares) | shares (100,000)

Ending balance (in shares) | shares 1,300,000

Exercisable (in shares) | shares 1,100,000

Vested and expected to vest (in shares) | shares 1,300,000

Weighted- Average Exercise Price

Beginning balance (in dollars per share) | $ / shares $ 78.94

Exercised (in dollars per share) | $ / shares 44.38

Forfeited (in dollars per share) | $ / shares 133.83

Ending balance (in dollars per share) | $ / shares 82.68

Exercisable (in dollars per share) | $ / shares 70.42

Vested and expected to vest (in dollars per share) | $ / shares $ 82.08

Weighted- Average Remaining Contractual Term (in years)

Outstanding 5 years 20 days

Exercisable 4 years 6 months 20 days

Vested and expected to vest 5 years 11 days

Aggregate Intrinsic Value

Outstanding | $ $ 45.5

Exercisable | $ 45.0

Vested and expected to vest | $ $ 45.5

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STOCK-BASED COMPENSATION Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Risk-free interest rate, minimum 1.06% 0.66%

Risk-free interest rate, maximum 1.57% 1.67%

Expected dividend yield 0.00% 0.00%

Expected stock volatility, minimum 40.00% 46.00%

Expected stock volatility, maximum 42.00% 47.00%

Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Expected option term (years) 3 years 3 years

Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Expected option term (years) 5 years 5 years

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STOCK-BASED COMPENSATION Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

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Expected to Vest (in shares) 1,100,000

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Expected to Vest (in dollars per share) $ 125.84

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Shares

Beginning Balance (in shares) 1,200,000

Granted (in shares) 700,000

Vested (in shares) (500,000)

Forfeited (in shares) (200,000)

Ending Balance (in shares) 1,200,000 1,200,000

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Vested (in dollars per share) 123.83

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INCOME TAXES Components of Income (Loss) before Income Tax (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Dec. 31, 2015

Sep. 30, 2015

Jun. 30, 2015

Mar. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Income Tax Disclosure [Abstract]

U.S. $ 17.6 $ 17.1 $ (4.5)

Non-U.S. 3.4 1.8 0.7

Income (loss) before income tax (provision) benefit $ 11.5 $ 13.8 $ (2.8) $ (1.5) $ 5.1 $ 9.2 $ 17.4 $ (12.8) $ 21.0 $ 18.9 $ (3.8)

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INCOME TAXES Current Foreign Tax Expense (Benefit) (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Dec. 31, 2015

Sep. 30, 2015

Jun. 30, 2015

Mar. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Current Provision:

Federal $ (7.8) $ (11.8) $ (9.7)

State (1.0) (0.8) (0.9)

Foreign (1.1) (0.8) (0.4)

Current income tax benefit (provision), total (9.9) (13.4) (11.0)

Deferred Benefit:

Federal 5.3 5.8 10.7

State 4.3 2.5 0.9

Foreign 0.3 0.2 0.1

Deferred income taxes 9.9 8.5 11.7

Total income tax (provision) benefit $ (1.7) $ 0.1 $ 0.9 $ 0.7 $ 2.6 $ (3.4) $ (8.1) $ 4.0 $ 0.0 $ (4.9) $ 0.7

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INCOME TAXES Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Millions

Dec. 31, 2016

Dec. 31, 2015

Deferred tax assets:

Federal net operating loss carryforward $ 0.6 $ 0.0

State net operating loss carryforward 1.5 1.9

Research and development tax credits 6.6 3.6

Allowances for accounts receivable 0.5 0.4

Deferred rent obligation 12.4 12.0

Stock compensation 33.1 29.3

Other accrued liabilities 6.0 2.9

Deferred revenue 21.1 20.1

Other 1.9 1.5

Total gross deferred tax assets 83.7 71.7

Valuation allowance (4.1) (4.0)

Total deferred tax assets 79.6 67.7

Deferred tax liabilities:

Intangible assets (31.7) (34.6)

Capitalized software (34.9) (23.6)

Property and equipment (10.8) (10.5)

Investments 0.0 0.1

Total deferred tax liabilities (77.4) (68.6)

Deferred Tax Assets, Net $ 2.2

Net deferred tax assets (liabilities) $ (0.9)

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INCOME TAXES Narrative (Details) - USD ($)
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Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Dec. 31, 2013

Income Taxes [Line Items]

Tax benefit realized from stock-based awards $ 7,500,000 $ 10,300,000 $ 9,900,000

Unrecognized tax benefits 9,800,000 7,700,000 5,800,000 $ 4,800,000

Unrecognized tax benefits, if recognized, would impact effective tax rate 8,400,000

Unrecognized tax benefits, income tax penalties and interest expense 300,000 0 800,000

Unrecognized tax benefits, interest on income taxes accrued 1,100,000 1,200,000

Federal

Income Taxes [Line Items]

Decrease in current tax provision by utilizing operating loss carryforwards 9,000,000 12,900,000 $ 9,900,000

Operating loss carryforwards 72,200,000 85,600,000

Unrecognized tax benefits 91,100,000

R&D credits 20,700,000

Federal | Stock Based Compensation Expense

Income Taxes [Line Items]

Operating loss carryforwards 70,400,000

State

Income Taxes [Line Items]

Operating loss carryforwards 50,500,000 67,900,000

Unrecognized tax benefits 24,200,000

R&D credits 11,300,000

Utilization of credits under the without method of accounting related to stock-based compensation 5,000,000

State | Stock Based Compensation Expense

Income Taxes [Line Items]

Operating loss carryforwards $ 19,200,000 $ 29,200,000

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Dec. 31, 2015

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income tax computed at federal statutory tax rate 35.00% 35.00% 35.00%

State taxes, net of federal benefit 4.00% 7.00% 6.00%

Research and development credits (46.00%) (32.00%) 86.00%

Permanent differences 7.00% 13.00% (87.00%)

Valuation allowance 0.00% 3.00% (21.00%)

Effective income tax rate 0.00% 26.00% 19.00%

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INCOME TAXES Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]

Beginning uncertain tax benefits $ 7.7 $ 5.8 $ 4.8

Prior year – decreases 0.0 0.0 (0.1)

Prior year – increases 0.6 0.5 0.9

Current year – decreases (0.6) (0.4) (0.2)

Current year – increases 2.1 1.8 0.4

Ending uncertain tax benefits $ 9.8 $ 7.7 $ 5.8

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Schedule of Quarterly Financial Information (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Dec. 31, 2015

Sep. 30, 2015

Jun. 30, 2015

Mar. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Revenue:

Business services $ 278.9 $ 267.1 $ 254.1 $ 247.5 $ 247.9 $ 225.0 $ 215.4 $ 197.8 $ 1,047.6 $ 886.1 $ 711.2

Implementation and other 9.3 9.6 7.8 8.6 9.6 11.1 9.3 8.6 35.3 38.6 41.4

Total revenue 288.2 276.7 261.9 256.1 257.5 236.1 224.7 206.4 1,082.9 924.7 752.6

Cost of revenue 133.5 134.7 132.9 132.4 123.7 120.3 112.5 105.7 533.5 462.2 368.7

Gross profit 154.7 142.0 129.0 123.7 133.8 115.8 112.2 100.7 549.4 462.5 383.9

Other Operating Expenses:

Selling and marketing 67.1 61.5 68.2 59.8 68.2 57.8 56.1 55.2 256.6 237.3 196.8

Research and development 44.4 31.0 28.8 30.3 28.4 26.7 28.4 27.5 134.5 111.0 82.7

General and administrative 30.8 34.3 33.3 33.3 30.5 28.1 29.9 29.8 131.7 118.3 103.4

Total other operating expenses 142.3 126.8 130.3 123.4 127.1 112.6 114.4 112.5 522.8 466.6 382.9

Operating income (loss) 12.4 15.2 (1.3) 0.3 6.7 3.2 (2.2) (11.8) 26.6 (4.1) 1.0

Interest expense 1.6 1.6 1.5 1.0 5.9 5.7 4.7

Other income 0.0 7.6 21.1 0.0 0.3 28.7 (0.1)

Total other (expense) income (0.9) (1.4) (1.5) (1.8) (1.6) 6.0 19.6 (1.0) (5.6) 23.0 (4.8)

Income (loss) before income tax (provision) benefit 11.5 13.8 (2.8) (1.5) 5.1 9.2 17.4 (12.8) 21.0 18.9 (3.8)

Income tax (provision) benefit (1.7) 0.1 0.9 0.7 2.6 (3.4) (8.1) 4.0 0.0 (4.9) 0.7

Net income (loss) $ 9.8 $ 13.9 $ (1.9) $ (0.8) $ 7.7 $ 5.8 $ 9.3 $ (8.8) $ 21.0 $ 14.0 $ (3.1)

Net (loss) income per share - Basic (in dollars per share) $ 0.25 $ 0.35 $ (0.05) $ (0.02) $ 0.20 $ 0.15 $ 0.24 $ (0.23) $ 0.53 $ 0.36 $ (0.08)

Net (loss) income per share - Diluted (in dollars per share) $ 0.24 $ 0.35 $ (0.05) $ (0.02) $ 0.19 $ 0.15 $ 0.24 $ (0.23) $ 0.52 $ 0.35 $ (0.08)

Weighted average shares used in computing net (loss) income per share:

Basic (in shares) 39.5 39.4 39.3 39.0 38.9 38.7 38.6 38.3 39.3 38.6 37.9

Diluted (in shares) 40.1 40.0 39.3 39.0 39.8 39.5 39.3 38.3 40.1 39.6 37.9

Restructuring Cost and Reserve [Line Items]

Restructuring costs $ 11.3 $ 5.7

Workforce Reductions

Restructuring Cost and Reserve [Line Items]

Restructuring costs $ 6.6 $ 7.3 $ 1.1

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2016	Jan. 31, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Trading Symbol	ATHN
Entity Registrant Name	Athenahealth Inc
Entity Central Index Key	0001131096
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		39,518,523
Entity Public Float			$ 5,258,988,220

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 147.4	$ 141.9
Accounts receivable, net	161.6	148.2
Prepaid expenses and other current assets	34.2	30.2
Total current assets	343.2	320.3
Property and equipment, net	347.7	321.5
Capitalized software costs, net	125.8	107.5
Purchased intangible assets, net	112.1	126.2
Goodwill	240.7	229.2
Deferred tax asset, net	2.2	0.0
Investments and other assets	17.5	14.0
Total assets	1,189.2	1,118.7
Current liabilities:
Accounts payable	9.5	10.8
Accrued compensation	89.7	88.1
Accrued expenses	51.7	51.4
Long-term debt	18.3	10.8
Deferred revenue	28.7	32.6
Total current liabilities	197.9	193.7
Deferred rent, net of current portion	30.8	31.1
Long-term debt, net of current portion	272.8	287.4
Deferred revenue, net of current portion	48.4	55.9
Deferred tax liability, net	0.0	1.3
Other long-term liabilities	6.0	6.0
Total liabilities	555.9	575.4
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value: 5.0 shares authorized; no shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively	0.0	0.0
Common stock, $0.01 par value: 125.0 shares authorized; 40.8 shares issued and 39.5 shares outstanding at December 31, 2016; 40.2 shares issued and 38.9 shares outstanding at December 31, 2015	0.4	0.4
Additional paid-in capital	591.5	522.4
Treasury stock, at cost, 1.3 shares	(1.2)	(1.2)
Accumulated other comprehensive loss	(0.9)	(0.8)
Retained earnings	43.5	22.5
Total stockholders’ equity	633.3	543.3
Total liabilities and stockholders’ equity	$ 1,189.2	$ 1,118.7

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000.0	5,000,000.0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	125,000,000.0	125,000,000.0
Common stock, shares issued (in shares)	40,800,000	40,200,000
Common stock, shares outstanding (in shares)	39,500,000	38,900,000
Treasury stock, shares (in shares)	1,300,000	1,300,000

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenue:
Business services	$ 278.9	$ 267.1	$ 254.1	$ 247.5	$ 247.9	$ 225.0	$ 215.4	$ 197.8	$ 1,047.6	$ 886.1	$ 711.2
Implementation and other	9.3	9.6	7.8	8.6	9.6	11.1	9.3	8.6	35.3	38.6	41.4
Total revenue	288.2	276.7	261.9	256.1	257.5	236.1	224.7	206.4	1,082.9	924.7	752.6
Cost of revenue	133.5	134.7	132.9	132.4	123.7	120.3	112.5	105.7	533.5	462.2	368.7
Gross profit	154.7	142.0	129.0	123.7	133.8	115.8	112.2	100.7	549.4	462.5	383.9
Other Operating Expenses:
Selling and marketing	67.1	61.5	68.2	59.8	68.2	57.8	56.1	55.2	256.6	237.3	196.8
Research and development	44.4	31.0	28.8	30.3	28.4	26.7	28.4	27.5	134.5	111.0	82.7
General and administrative	30.8	34.3	33.3	33.3	30.5	28.1	29.9	29.8	131.7	118.3	103.4
Total other operating expenses	142.3	126.8	130.3	123.4	127.1	112.6	114.4	112.5	522.8	466.6	382.9
Operating income (loss)	12.4	15.2	(1.3)	0.3	6.7	3.2	(2.2)	(11.8)	26.6	(4.1)	1.0
Other (expense) income:
Interest expense					(1.6)	(1.6)	(1.5)	(1.0)	(5.9)	(5.7)	(4.7)
Other income (expense)					0.0	7.6	21.1	0.0	0.3	28.7	(0.1)
Total other (expense) income	(0.9)	(1.4)	(1.5)	(1.8)	(1.6)	6.0	19.6	(1.0)	(5.6)	23.0	(4.8)
Income (loss) before income tax (provision) benefit	11.5	13.8	(2.8)	(1.5)	5.1	9.2	17.4	(12.8)	21.0	18.9	(3.8)
Income tax (provision) benefit	(1.7)	0.1	0.9	0.7	2.6	(3.4)	(8.1)	4.0	0.0	(4.9)	0.7
Net income (loss)	$ 9.8	$ 13.9	$ (1.9)	$ (0.8)	$ 7.7	$ 5.8	$ 9.3	$ (8.8)	$ 21.0	$ 14.0	$ (3.1)
Net income (loss) per share - Basic (in dollars per share)	$ 0.25	$ 0.35	$ (0.05)	$ (0.02)	$ 0.20	$ 0.15	$ 0.24	$ (0.23)	$ 0.53	$ 0.36	$ (0.08)
Net income (loss) per share - Diluted (in dollars per share)	$ 0.24	$ 0.35	$ (0.05)	$ (0.02)	$ 0.19	$ 0.15	$ 0.24	$ (0.23)	$ 0.52	$ 0.35	$ (0.08)
Weighted average shares used in computing net income (loss) per share:
Basic (in shares)	39.5	39.4	39.3	39.0	38.9	38.7	38.6	38.3	39.3	38.6	37.9
Diluted (in shares)	40.1	40.0	39.3	39.0	39.8	39.5	39.3	38.3	40.1	39.6	37.9

Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total Stockholders' Equity
Beginning Balance (in shares) at Dec. 31, 2013		(38.6)		(1.3)
Beginning Balance at Dec. 31, 2013		$ 0.4	$ 380.9	$ (1.2)	$ (0.4)	$ 11.6	$ 391.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation			60.3				60.3
Stock options exercised and restricted stock units vested (in shares)		0.8
Stock options exercised and restricted stock units vested, net			(12.4)				(12.4)
Common stock issued under employee stock purchase plan			4.6				4.6
Tax benefit realized from stock-based awards	$ 9.9		9.8				9.8
Net income (loss)	(3.1)					(3.1)	(3.1)
Other comprehensive loss	24.6				24.6		24.6
Ending Balance (in shares) at Dec. 31, 2014		(39.4)		(1.3)
Ending Balance at Dec. 31, 2014		$ 0.4	443.2	$ (1.2)	24.2	8.5	475.1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation			71.4				71.4
Stock options exercised and restricted stock units vested (in shares)		0.7
Stock options exercised and restricted stock units vested, net			(5.0)				(5.0)
Common stock issued under employee stock purchase plan (in shares)		0.1
Common stock issued under employee stock purchase plan			5.6				5.6
Tax benefit realized from stock-based awards	10.3		7.2				7.2
Net income (loss)	14.0					14.0	14.0
Other comprehensive loss	(25.0)				(25.0)		(25.0)
Ending Balance (in shares) at Dec. 31, 2015		(40.2)		(1.3)
Ending Balance at Dec. 31, 2015	543.3	$ 0.4	522.4	$ (1.2)	(0.8)	22.5	543.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation			68.7				68.7
Stock options exercised and restricted stock units vested (in shares)		0.5
Stock options exercised and restricted stock units vested, net			(10.2)				(10.2)
Common stock issued under employee stock purchase plan (in shares)		0.1
Common stock issued under employee stock purchase plan			6.8				6.8
Tax benefit realized from stock-based awards	7.5		3.8				3.8
Net income (loss)	21.0					21.0	21.0
Other comprehensive loss	(0.1)				(0.1)		(0.1)
Ending Balance (in shares) at Dec. 31, 2016		(40.8)		(1.3)
Ending Balance at Dec. 31, 2016	$ 633.3	$ 0.4	$ 591.5	$ (1.2)	$ (0.9)	$ 43.5	$ 633.3

BUSINESS COMBINATIONS	12 Months Ended
BUSINESS COMBINATIONS	Dec. 31, 2016
Business Combinations [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS Patient IO On August 25, 2016, we acquired Filament Labs, Inc. (doing business as Patient IO), an Austin-based care coordination platform used by providers to engage patients and caregivers outside the four walls of the clinic. Prior to this acquisition, our wholly-owned subsidiary, MDP Accelerator, LLC, held shares of Series A Preferred Stock of Patient IO. We acquired Patient IO to strengthen our ability to partner with providers as they deliver value-based care. We anticipate this acquisition will accelerate our movement toward becoming a trusted resource and partner to the patient. The purchase price of Patient IO was $15.2 million, net of cash acquired. The purchase price excludes $9.6 million to be earned by key employees of Patient IO based upon continued employment, which is accounted for as compensation expense and will be recognized in the consolidated statements of income over the requisite service period. The fair value of net assets acquired included purchased intangible assets of $5.3 million related to technology acquired and $0.6 million related to customer relationships. The $10.7 million excess of purchase consideration over the fair value of the net assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes. As part of this acquisition, we remeasured our existing 10.1% preferred stock investment at fair value which resulted in a $0.8 million gain recognized in earnings as a benefit to general and administrative expense during the year ended December 31, 2016. The gain was calculated by utilizing the purchase price of the acquisition. We believe that we have a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but certain items, such as the working capital adjustments to the purchase price, are subject to change as additional information is received about facts and circumstances that existed at the date of acquisition. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. Arsenal Health On April 11, 2016, we acquired Arsenal Health, formerly known as Smart Scheduling, Inc., for $1.7 million. We purchased Arsenal Health in order to add its schedule optimization functionality to our athenaCoordinator offering. We expect this acquisition to accelerate our capabilities in machine learning and predictive analytics. The fair value of the purchased intangible assets related to technology acquired was $0.9 million. The $0.8 million excess of purchase consideration over the fair value of the purchased intangible assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes. In conjunction with this acquisition, Smart Scheduling, Inc. settled the convertible note receivable and related interest from our More Disruption Please, or MDP, Accelerator Program, which represented a total fair value of $0.3 million. RazorInsights On January 13, 2015, we acquired Razor Insights, LLC, or RazorInsights, for $39.9 million in cash after net working capital adjustments. We acquired RazorInsights for the assembled workforce, technology, customer base, and to accelerate our entry into the inpatient market. The fair value of net assets acquired, after measurement period adjustments totaling $1.0 million, was $8.9 million, including purchased intangible assets of $7.0 million related to technology acquired and $4.0 million related to customer relationships. The $31.1 million excess of purchase consideration over the fair value of net assets acquired was allocated to goodwill, which is deductible for U.S. income tax purposes.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES We are engaged from time to time in certain legal disputes arising in the ordinary course of business, including employment discrimination claims and challenges to our intellectual property. We believe that we have adequate legal defenses and that the likelihood of a loss contingency relating to the ultimate disposition of any of these disputes is remote. When the likelihood of a loss contingency becomes at least reasonably possible with respect to any of these disputes, or, as applicable in the future, if there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, we will revise our disclosures in accordance with the relevant authoritative guidance. Additionally, we will accrue a liability for loss contingencies when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We will review these accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained, and our views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made.

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Narrative (Details)	12 Months Ended
	Dec. 31, 2016 USD ($) vote / shares series source segment shares	Dec. 31, 2015 USD ($) segment shares	Dec. 31, 2014 USD ($)	Dec. 31, 2017 USD ($)
Significant Accounting Policies [Line Items]
Number of operating segments \| segment	1	1
Number of revenue sources \| source	2
Term of service contracts	1 year
Period for notice of termination of agreement without cause	90 days
Deferred revenue, estimated period of recognition	12 years
Requisite service period	4 years
Options granted vesting period	4 years
Advertising expense	$ 30,600,000	$ 28,100,000	$ 15,500,000
Impairment gain (loss) for long lived assets	0
Impairment losses recognized	$ 0
Preferred stock, shares authorized (in shares) \| shares	5,000,000.0	5,000,000.0
Preferred stock, shares outstanding (in shares) \| shares	0	0
Votes per share entitled to common stockholders \| vote / shares	1
Related party transaction, total expense	$ 41,100,000	$ 23,600,000	11,300,000
Related party transaction, total payable	4,600,000	2,300,000
Proceeds from incentive programs	3,800,000	4,100,000	1,200,000
Accounting Standards Update 2016-09, Excess Tax Benefit Component \| New Accounting Pronouncement, Early Adoption, Effect \| Retained Earnings \| Scenario, Forecast
Significant Accounting Policies [Line Items]
Cumulative effect of new accounting principle				$ 49,200,000
Accounting Standards Update 2016-09, Forfeiture Rate Component \| New Accounting Pronouncement, Early Adoption, Effect \| Retained Earnings \| Scenario, Forecast
Significant Accounting Policies [Line Items]
Cumulative effect of new accounting principle				1,000,000
Accounting Standards Update 2016-09, Forfeiture Rate Component \| New Accounting Pronouncement, Early Adoption, Effect \| Additional Paid-In Capital \| Scenario, Forecast
Significant Accounting Policies [Line Items]
Cumulative effect of new accounting principle				$ (1,000,000)
Defined Contribution Pension Plan
Significant Accounting Policies [Line Items]
Defined contribution plan, employer discretionary contribution amount	$ 11,300,000	5,300,000	$ 4,500,000
Aircraft
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	20 years
Land improvements
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	10 years
Money market
Significant Accounting Policies [Line Items]
Cash and cash equivalents:	$ 0	0
Minimum
Significant Accounting Policies [Line Items]
Number of series (more than) \| series	1
Minimum \| Developed technology
Significant Accounting Policies [Line Items]
Estimated useful life of the software	2 years
Minimum \| Furniture fixtures and equipment
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	3 years
Minimum \| Building
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	30 years
Minimum \| Building improvements
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	10 years
Maximum \| Developed technology
Significant Accounting Policies [Line Items]
Estimated useful life of the software	5 years
Maximum \| Furniture fixtures and equipment
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	5 years
Maximum \| Building
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	40 years
Maximum \| Building improvements
Significant Accounting Policies [Line Items]
Estimated useful life of property and equipment	25 years
Epocrates
Significant Accounting Policies [Line Items]
Term of service contracts	1 year
Epocrates \| Minimum
Significant Accounting Policies [Line Items]
Period for redeemable license code subscription	6 months
Epocrates \| Maximum
Significant Accounting Policies [Line Items]
Period for redeemable license code subscription	12 months
Chief Executive Officer [Member]
Significant Accounting Policies [Line Items]
Revenue from related parties	$ 100,000	$ 200,000

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other prepaid expenses	$ 13.4	$ 10.3
Other receivables	10.6	12.3
Prepaid maintenance and support	10.2	7.6
Prepaid expenses and other current assets	$ 34.2	$ 30.2

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued bonus	$ 53.4	$ 59.0
Accrued vacation	11.2	9.8
Accrued payroll	14.8	9.4
Accrued commissions	10.3	9.9
Accrued compensation expenses	89.7	88.1
General operations accrued liabilities	41.1	42.6
Accrued property and equipment additions	10.6	8.8
Accrued expenses	$ 51.7	$ 51.4

BUSINESS COMBINATIONS Narrative (Details) - USD ($) $ in Millions				12 Months Ended
	Aug. 25, 2016	Apr. 11, 2016	Jan. 13, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Purchase price, net of cash acquired				$ 16.9	$ 39.9	$ 0.0
Goodwill				240.7	$ 229.2	$ 198.1
Filament Labs, Inc
Business Acquisition [Line Items]
Purchase price, net of cash acquired	$ 15.2
Continued employment expense	9.6
Goodwill	$ 10.7
Preferred stock investment	10.10%
Step acquisition, remeasurement gain				$ 0.8
Filament Labs, Inc \| Technology-Based Intangible Assets
Business Acquisition [Line Items]
Intangible assets acquired	$ 5.3
Filament Labs, Inc \| Customer Relationships
Business Acquisition [Line Items]
Intangible assets acquired	$ 0.6
Arsenal Health
Business Acquisition [Line Items]
Goodwill		$ 0.8
Payments to acquire business, gross		1.7
Liability settled, fair value		0.3
Arsenal Health \| Technology-Based Intangible Assets
Business Acquisition [Line Items]
Intangible assets acquired		$ 0.9
RazorInsights
Business Acquisition [Line Items]
Goodwill			$ 31.1
Payments to acquire business, gross			39.9
Measurement period adjustments			1.0
Fair value of assets acquired			8.9
RazorInsights \| Technology-Based Intangible Assets
Business Acquisition [Line Items]
Intangible assets acquired			7.0
RazorInsights \| Customer Relationships
Business Acquisition [Line Items]
Intangible assets acquired			$ 4.0

NET INCOME (LOSS) PER SHARE Narrative (Details) - shares shares in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Earnings Per Share [Abstract]
Options and restricted stock units which have an antidilutive effect (in shares)	0.4	0.7

FAIR VALUE OF FINANCIAL INSTRUMENTS Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate cash flow hedge gain (loss) reclassified to earnings, net	$ 0	$ 0
Gain (loss) on interest rate cash flow hedge ineffectiveness	0	0
Fair Value, Measurements, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of interest rate swap liability		200,000
Fair Value, Measurements, Recurring \| Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of interest rate swap liability		200,000
Senior Credit Facility, 2015 \| Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount outstanding on facility	292,500,000
Senior Credit Facility \| Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount outstanding on facility		300,000,000
Senior Credit Facility \| Revolving Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amount outstanding on facility	$ 0	$ 0

FAIR VALUE OF FINANCIAL INSTRUMENTS Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 15.5	$ 11.3
Interest rate swap liability		(0.2)
Total liabilities		(0.2)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	15.0	10.0
Interest rate swap liability		0.0
Total liabilities		0.0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0.0	0.0
Interest rate swap liability		(0.2)
Total liabilities		(0.2)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0.5	1.3
Interest rate swap liability		0.0
Total liabilities		0.0
Money market
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	15.0	10.0
Money market \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	15.0	10.0
Money market \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	0.0	0.0
Money market \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents:	0.0	0.0
MDP Accelerator portfolio
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities:	0.5	1.3
MDP Accelerator portfolio \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities:	0.0	0.0
MDP Accelerator portfolio \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities:	0.0	0.0
MDP Accelerator portfolio \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities:	$ 0.5	$ 1.3

FAIR VALUE OF FINANCIAL INSTRUMENTS Reconciliations for Fair Values of Financial Instruments Determined by Level 3 (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 1.3	$ 0.8
Additions	0.3	0.8
Conversion	(0.3)	(0.3)
Settlement	(0.3)	0.0
Impairment	(0.5)	0.0
Balance, end of period	$ 0.5	$ 1.3

PROPERTY AND EQUIPMENT Schedule of Property and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 480.1	$ 427.8
Accumulated depreciation	(155.9)	(116.0)
Construction in progress	23.5	9.7
Property and equipment, net	347.7	321.5
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	141.4	113.2
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	32.0	25.1
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	34.4	32.5
Aircraft
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	15.6	15.1
Building
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	131.7	131.7
Building improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	95.4	81.2
Land
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	23.1	23.1
Land improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 6.5	$ 5.9

CAPITALIZED SOFTWARE COSTS Schedule of Amortization Expense for Capitalized Software (Details) $ in Millions	Dec. 31, 2016 USD ($)
Property, Plant and Equipment [Line Items]
2017	$ 17.6
2018	15.9
2019	15.2
2020	13.8
2021	11.5
Developed technology
Property, Plant and Equipment [Line Items]
2017	47.6
2018	20.3
2019	8.1
2020	7.5
2021	$ 3.8

GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Roll Forward]
Beginning gross balance	$ 229.2	$ 198.1
Ending gross balance	240.7	229.2
RazorInsights
Goodwill [Roll Forward]
Goodwill recorded in connection with the acquisition		$ 31.1
Arsenal Health
Goodwill [Roll Forward]
Goodwill recorded in connection with the acquisition	0.8
Filament Labs, Inc
Goodwill [Roll Forward]
Goodwill recorded in connection with the acquisition	$ 10.7

GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	$ 167.6	$ 183.1
Accumulated Amortization	(55.7)	(57.1)
Net	111.9	126.0
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	6.2	13.5
Accumulated Amortization	(0.7)	(9.6)
Net	5.5	3.9
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	26.0	25.4
Accumulated Amortization	(14.7)	(12.1)
Net	11.3	13.3
Doctor network
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	104.0	104.0
Accumulated Amortization	(23.2)	(15.2)
Net	80.8	88.8
Drug information content
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	10.0	10.0
Accumulated Amortization	(7.6)	(5.6)
Net	2.4	4.4
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	11.6	11.5
Accumulated Amortization	(4.4)	(3.2)
Net	7.2	8.3
Trademark
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	0.1	0.1
Accumulated Amortization	0.0	0.0
Net	0.1	0.1
Above market leases
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	0.2	3.0
Accumulated Amortization	(0.1)	(2.5)
Net	0.1	0.5
Leases in place
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	9.5	15.6
Accumulated Amortization	(5.0)	(8.9)
Net	$ 4.5	$ 6.7

GOODWILL AND PURCHASED INTANGIBLE ASSETS Schedule of Finite Lived Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2017	$ 17.6
2018	15.9
2019	15.2
2020	13.8
2021	11.5
Thereafter	37.9
Net	$ 111.9	$ 126.0

OPERATING LEASES AND OTHER COMMITMENTS Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Millions	Dec. 31, 2016 USD ($)
Leases [Abstract]
2017	$ 16.0
2018	15.8
2019	14.5
2020	12.7
2021	13.0
Thereafter	74.4
Total minimum lease payments	$ 146.4

DEBT Narrative (Details) - USD ($)	May 05, 2015	Dec. 31, 2016	Dec. 31, 2015
Senior Credit Facility, 2015
Debt Instrument [Line Items]
Current borrowing capacity	$ 500,000,000
Financing fees	$ 1,000,000
Debt instrument, term	5 years
Senior Credit Facility, 2015 \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage	0.20%
Senior Credit Facility, 2015 \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage	0.40%
Senior Credit Facility, 2015 \| Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Senior Credit Facility, 2015 \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Senior Credit Facility, 2015 \| Unsecured Debt
Debt Instrument [Line Items]
Current borrowing capacity	$ 300,000,000
Long-term line of credit		$ 292,500,000
Senior Credit Facility, 2015 \| Revolving Credit Facility
Debt Instrument [Line Items]
Current borrowing capacity	200,000,000
Additional borrowing capacity for Senior Credit Facility	100,000,000
Senior Credit Facility
Debt Instrument [Line Items]
Interest rate for facility		1.61%	1.74%
Senior Credit Facility \| Unsecured Debt
Debt Instrument [Line Items]
Long-term line of credit			$ 300,000,000
Senior Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term line of credit		$ 0	$ 0
Senior Credit Facility, 2013 \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term line of credit	$ 0

DEBT Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Line of Credit Facility [Line Items]
Less current portion	$ 18.3	$ 10.8
Long-term portion	272.8	$ 287.4
Unsecured Debt \| Senior Credit Facility
Line of Credit Facility [Line Items]
2017	18.8
2018	20.6
2019	28.1
2020	225.0
Total	292.5
Less current portion	18.8
Long-term portion	$ 273.7

STOCK-BASED COMPENSATION Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) installment $ / shares shares	Dec. 31, 2015 USD ($) $ / shares	Dec. 31, 2014 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted vesting period	4 years
Options granted contractual term	4 years 6 months 20 days
Compensation expense	$ 66.5	$ 64.1	$ 55.6
Stock options granted (in shares) \| shares	0
Unrecognized stock-based compensation expense, expected weighted-average period for recognition	1 year 6 months
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 6.6	11.6	$ 11.7
Amount of fair value of stock options and restricted stock units allocated to future services	4.1	$ 11.4
Weighted average fair value of stock options granted (in dollars per share) \| $ / shares		$ 49.29	$ 77.55
Intrinsic value of shares purchased	17.4	$ 44.3	$ 53.5
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount of fair value of stock options and restricted stock units allocated to future services	$ 104.3
Unrecognized stock-based compensation expense, expected weighted-average period for recognition	2 years 6 months
Compensation expense, restricted stock	$ 58.1	$ 51.0	$ 42.2
Weighted average fair value of restricted units granted (in dollars per share) \| $ / shares	$ 130.71	$ 132.31	$ 181.81
Intrinsic value of vested restricted stock units	$ 57.6	$ 61.6	$ 78.5
Restricted Stock Units \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of annual anniversary installments \| installment	3
Restricted Stock Units \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of annual anniversary installments \| installment	4
Stock Option Plan 2007
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares) \| shares	2,085,817
Options granted vesting percentage per year	25.00%
Stock Option Plan 2007 \| Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted vesting period	4 years
Stock Option Plan 2007 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted vesting period	1 year
Options granted contractual term	5 years
Stock Option Plan 2007 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted vesting period	4 years
Options granted contractual term	10 years
Stock Option Plan 2007 \| Incentive Stock Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of employees who has voting power of all classes of stock granted incentive stock option	10.00%
Percentage of exercise price of the fair value of the Company's common stock at the date of the grant	110.00%
2010 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares) \| shares	536,648
Employee Stock Purchase Plan (''2007 ESPP'')
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1.8	1.5	$ 1.7
Employee stock purchase price, percentage of the closing price of common stock	85.00%
Software Development Costs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation capitalized	$ 2.2	$ 7.3

STOCK-BASED COMPENSATION Schedule of Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2016 USD ($) $ / shares shares
Shares
Beginning balance (in shares) \| shares	1,600,000
Exercised (in shares) \| shares	(200,000)
Forfeited (in shares) \| shares	(100,000)
Ending balance (in shares) \| shares	1,300,000
Exercisable (in shares) \| shares	1,100,000
Vested and expected to vest (in shares) \| shares	1,300,000
Weighted- Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 78.94
Exercised (in dollars per share) \| $ / shares	44.38
Forfeited (in dollars per share) \| $ / shares	133.83
Ending balance (in dollars per share) \| $ / shares	82.68
Exercisable (in dollars per share) \| $ / shares	70.42
Vested and expected to vest (in dollars per share) \| $ / shares	$ 82.08
Weighted- Average Remaining Contractual Term (in years)
Outstanding	5 years 20 days
Exercisable	4 years 6 months 20 days
Vested and expected to vest	5 years 11 days
Aggregate Intrinsic Value
Outstanding \| $	$ 45.5
Exercisable \| $	45.0
Vested and expected to vest \| $	$ 45.5

INCOME TAXES Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Federal net operating loss carryforward	$ 0.6	$ 0.0
State net operating loss carryforward	1.5	1.9
Research and development tax credits	6.6	3.6
Allowances for accounts receivable	0.5	0.4
Deferred rent obligation	12.4	12.0
Stock compensation	33.1	29.3
Other accrued liabilities	6.0	2.9
Deferred revenue	21.1	20.1
Other	1.9	1.5
Total gross deferred tax assets	83.7	71.7
Valuation allowance	(4.1)	(4.0)
Total deferred tax assets	79.6	67.7
Deferred tax liabilities:
Intangible assets	(31.7)	(34.6)
Capitalized software	(34.9)	(23.6)
Property and equipment	(10.8)	(10.5)
Investments	0.0	0.1
Total deferred tax liabilities	(77.4)	(68.6)
Deferred Tax Assets, Net	$ 2.2
Net deferred tax assets (liabilities)		$ (0.9)

INCOME TAXES Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES Narrative (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Taxes [Line Items]
Tax benefit realized from stock-based awards	$ 7,500,000	$ 10,300,000	$ 9,900,000
Unrecognized tax benefits	9,800,000	7,700,000	5,800,000	$ 4,800,000
Unrecognized tax benefits, if recognized, would impact effective tax rate	8,400,000
Unrecognized tax benefits, income tax penalties and interest expense	300,000	0	800,000
Unrecognized tax benefits, interest on income taxes accrued	1,100,000	1,200,000
Federal
Income Taxes [Line Items]
Decrease in current tax provision by utilizing operating loss carryforwards	9,000,000	12,900,000	$ 9,900,000
Operating loss carryforwards	72,200,000	85,600,000
Unrecognized tax benefits	91,100,000
R&D credits	20,700,000
Federal \| Stock Based Compensation Expense
Income Taxes [Line Items]
Operating loss carryforwards	70,400,000
State
Income Taxes [Line Items]
Operating loss carryforwards	50,500,000	67,900,000
Unrecognized tax benefits	24,200,000
R&D credits	11,300,000
Utilization of credits under the without method of accounting related to stock-based compensation	5,000,000
State \| Stock Based Compensation Expense
Income Taxes [Line Items]
Operating loss carryforwards	$ 19,200,000	$ 29,200,000