GoPro
Annual Report 2018

Plain-text annual report

Proxy Statement Annual Report Fiscal Year 2018 To Our Shareholders: In 2018, GoPro regained momentum thanks to improved execution, exciting new products and a disciplined approach to operating expense and inventory management. Enduring global demand around the world for our brand and products certainly didn’t hurt, either. Our biggest achievement in 2018 was the successful launch of our HERO7 lineup. HERO7 Black, our new flagship, gained global acclaim with its ground-breaking, gimbal-like video stabilization feature, HyperSmooth. HERO7 Black has set a new bar for the digital imaging industry and, most importantly, has impressed GoPro’s global community while adding strength to our market leading brand. With this renewed momentum, our 2019 plan is to diligently manage operating expenses while pushing the limits of innovation to super-serve and excite our customers. This requires an ongoing effort to maximize efficiency in our business — a task we are excited about. ‘Fighting fit’ is a term we use regularly to characterize our approach to expense management and we’re proud of our commitment to it. We believe the combination of our industry leading products, strong consumer demand in each of our regional markets and ongoing expense discipline will result in full year profitability in 2019. Thank you for your continued support of our mission to help the world capture and share itself in celebratory and inspiring ways — while delivering positive results. Nicholas Woodman Founder, Chairman and Chief Executive Officer April 24, 2019 Dear Stockholders: You are cordially invited to attend the 2019 Annual Meeting of Stockholders of GoPro, Inc., which will be held virtually on Tuesday, June 4, 2019 at 10:00 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2019, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting. The matters expected to be acted upon at the virtual Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting. We look forward to your attendance at our virtual Annual Meeting. Sincerely, Nicholas Woodman Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2019 AT 10:00 A.M. (PACIFIC TIME): THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com GOPRO, INC. 3000 Clearview Way San Mateo, California 94402 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2019 Annual Meeting of Stockholders of GoPro, Inc. will be held virtually on Tuesday, June 4, 2019, at 10:00 a.m. (Pacific Time). The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2019, where you will be able to listen to the meeting live, submit questions and vote online. We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement: 1. To elect nine directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Nicholas Woodman Tyrone Ahmad-Taylor Kenneth Goldman Peter Gotcher James Lanzone Alexander Lurie Susan Lyne Frederic Welts Lauren Zalaznick 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement of the meeting. Only stockholders of record at the close of business on April 11, 2019 are entitled to notice of, and to vote at, the virtual meeting and any adjournments or postponements thereof. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the virtual meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at our headquarters. Your vote as a GoPro, Inc. stockholder is very important. Each share of GoPro Class A common stock that you own represents one vote and each share of GoPro Class B common stock that you own represents ten votes. For questions regarding your stock ownership, contact your brokerage firm or other entity that holds your shares or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, by calling (800) 937-5449, by writing to 6201 15th Avenue, Brooklyn, New York 11219 or by e-mailing help@astfinancial.com. By Order of the Board of Directors, Nicholas Woodman Chief Executive Officer San Mateo, California April 24, 2019 YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE VIA THE VIRTUAL MEETING WEBSITE. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES. GOPRO, INC. PROXY STATEMENT FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS Table of Contents INFORMATION ABOUT SOLICITATION AND VOTING ........................................................................................... INTERNET AVAILABILITY OF PROXY MATERIALS................................................................................................ GENERAL INFORMATION ABOUT THE ANNUAL MEETING ................................................................................ BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE ....................................................................................................... Page 1 1 1 6 NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS............................................................................ 11 PROPOSAL NO. 1 ELECTION OF DIRECTORS........................................................................................................... 13 PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM......................................................................................................................................................... 21 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................... 23 EXECUTIVE OFFICERS ................................................................................................................................................... 25 COMPENSATION DISCUSSION AND ANALYSIS ........................................................................................................ 27 REPORT OF THE COMPENSATION AND LEADERSHIP COMMITTEE ............................................................... 61 EQUITY COMPENSATION PLAN INFORMATION .................................................................................................... 62 RELATED PARTY TRANSACTIONS .............................................................................................................................. 63 REPORT OF THE AUDIT COMMITTEE........................................................................................................................ 65 ADDITIONAL INFORMATION ........................................................................................................................................ 66 OTHER MATTERS ............................................................................................................................................................. 67 APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP CORPORATE PERFORMANCE MEASURES A- 1 GOPRO, INC. 3000 Clearview Way San Mateo, California 94402 PROXY STATEMENT FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS April 24, 2019 INFORMATION ABOUT SOLICITATION AND VOTING The accompanying proxy is solicited on behalf of the board of directors of GoPro, Inc. (“GoPro”) for use at GoPro’s 2019 Annual Meeting of Stockholders to be held virtually on June 4, 2019, at 10:00 a.m. (Pacific Time) (“Annual Meeting”), and any adjournment or postponement of the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GPRO2019, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Internet Availability of Proxy Materials and this proxy statement for the Annual Meeting (“Proxy Statement”) and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 24, 2019. GoPro’s annual report on Form 10-K for the year ended December 31, 2018 filed on February 15, 2019 (“Annual Report”) will be available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. INTERNET AVAILABILITY OF PROXY MATERIALS In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient and less costly, and helps in conserving natural resources. GENERAL INFORMATION ABOUT THE ANNUAL MEETING Purpose of the Annual Meeting At the Annual Meeting, stockholders will act upon the proposals described in this Proxy Statement. Record Date; Quorum Only holders of record of our Class A common stock and Class B common stock at the close of business on April 11, 2019 (“Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 120,428,824 shares of Class A common stock and 33,097,231 shares of Class B common stock outstanding and entitled to vote. 1 The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote online at the Annual Meeting or if you have properly submitted a proxy. Voting Rights; Required Vote In deciding all matters at the Annual Meeting, each holder of shares of our common stock is entitled to one vote for each share of Class A common stock held and ten votes for each share of Class B common stock held as of the close of business on the Record Date. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner in street name through a brokerage firm, bank, trustee, or other nominee. Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, by Internet, or by filling out and returning the proxy card. Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, trustee or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting. • Proposal No. 1 – Election of Directors. Each director will be elected by a plurality of the votes cast, which means that the nine individuals nominated for election to the board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or any of the nominees or “WITHHOLD” your vote with respect to one or any of the nominees. • Proposal No. 2 – Ratification of Appointment of Independent Registered Accounting Firm. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019 will be obtained if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” the proposal. Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares. Abstentions occur when shares present at the Annual Meeting are marked “abstain.” A broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. All of the other proposals presented at the Annual Meeting are non-routine matters. Broker non- 2 votes and abstentions are counted for purposes of determining whether a quorum is present, but have no effect on the outcome of the matters voted upon except where brokers can exercise discretion on “routine” matters. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting. Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting The board of directors recommends that you vote “FOR” each of the directors named in this Proxy Statement (“Proposal 1”) and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019 (“Proposal 2”). None of the directors or executive officers has any substantial interest in any matter to be acted upon, other than elections to office with respect to the directors so nominated. Voting Instructions; Voting of Proxies If you are a stockholder of record, you may: • vote via the Annual Meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/GPRO2019, where stockholders may vote and submit questions during the meeting. The Annual Meeting starts at 10:00 a.m. (Pacific Time) on June 4, 2019. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com; • vote via telephone or Internet—in order to do so, please follow the instructions shown on your proxy card; or • vote by mail—complete, sign and date the proxy card enclosed herewith and return it before the Annual Meeting in the envelope provided. Votes submitted by telephone or Internet must be received by 11:59 p.m. (Eastern Time) on June 3, 2019. Submitting your proxy, whether via the Internet, by telephone, or by mail, will not affect your right to vote in person should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. You may either vote “FOR” all of the nominees to the board of directors, or you may “WITHHOLD” your vote from all nominees or any nominee you specify. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above. If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. 3 If you receive more than one proxy card, this is because your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone or the Internet. If voting by mail, please complete, sign and return each proxy card to ensure that all of your shares are voted. Expenses of Soliciting Proxies GoPro will pay the expenses of soliciting proxies. Following the original mailing of the soliciting materials, GoPro and its agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, GoPro will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, GoPro, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the Internet, you are responsible for any Internet access charges you may incur. Revocability of Proxies A stockholder who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by: • delivering to the Corporate Secretary of GoPro (by any means) a written notice stating that the proxy is revoked; • signing and delivering a proxy bearing a later date; • voting again by telephone or Internet; or • attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions. Voting Results Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed by the Company with the SEC in a current report on Form 8-K within four business days of the Annual Meeting. Information regarding our Virtual Meeting You will be able to attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/GPRO2019, where you will be able to vote electronically and submit questions during the meeting. You will be able submit a question during the Annual Meeting via our virtual stockholder meeting website, www.virtualshareholdermeeting.com/GPRO2019. If your question is properly submitted during the relevant portion of the meeting agenda, our Head of Corporate Communications will lead the Q&A session and a response to your question will be 4 provided during the live webcast. A webcast replay of the 2019 Annual Meeting, including the Q&A session, will also be archived on www.virtualshareholdermeeting.com/GPRO2019. If we experience technical difficulties during the virtual meeting (e.g., a temporary or prolonged power outage), our Chairman will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/GPRO2019. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website. 5 BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE GoPro is strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Our board of directors has adopted Corporate Governance Guidelines that set forth the role of our board of directors, director independence standards, board structure and functions, director selection considerations, and other governance policies. In addition, our board of directors has adopted written charters for its standing committees (audit, compensation and leadership, and nominating and governance), as well as a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our board of directors reviews each of the Corporate Governance Guidelines, the committee charters, and the Code of Business Conduct and Ethics annually and implements changes as appropriate. The Corporate Governance Guidelines, the committee charters, and the Code of Business Conduct and Ethics, and any waivers or amendments to the Code of Business Conduct and Ethics, are all available on our Investor Relations website (http://investor.gopro.com) in the “Corporate Governance” section. Board Leadership Structure Our Corporate Governance Guidelines provide that our board of directors may choose its chairperson in any way that it considers to be in the best interests of our company. Our nominating and governance committee periodically considers the leadership structure of our board of directors, including the separation of the chairperson and chief executive officer roles and/or appointment of a lead independent director of our board of directors, and makes such recommendations to our board of directors as our nominating and governance committee deems appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent directors may designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person, the responsibilities of the lead independent director include: scheduling and preparing agendas for meetings of the independent directors; serving as a liaison between the chief executive officer and the independent directors; being available, under appropriate circumstances, for consultation and direct communication with stockholders; ensuring our board of directors is fulfilling its oversight responsibilities in strategy, risk oversight and succession planning; and performing such other functions and responsibilities as requested by our board of directors from time to time. Currently, our board of directors believes that it is in the best interest of our company and our stockholders for our Chief Executive Officer, Mr. Woodman, to serve as both Chief Executive Officer and Chairman given his knowledge of our company, industry, and strategic vision. Because Mr. Woodman has served and continues to serve in both these roles, our board of directors appointed Kenneth Goldman to serve as our lead independent director in April 2017. As lead independent director, Mr. Goldman, presided over regularly scheduled meetings at which only our independent directors were present to foster open and honest communication, served as a liaison between the Chairman and the independent directors, and performed such additional duties as our board of directors may otherwise determine and delegate. Our board of directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our board of directors and sound corporate governance policies and practices. Anthony Bates’ board service term ended at the 2018 Annual Meeting of Stockholders and we are deeply grateful for the significant contributions he made to our board. 6 Our Board of Directors’ Role in Risk Oversight Our board of directors is primarily responsible for overseeing our risk management processes. Our board of directors, as a whole, determines the appropriate level of risk for GoPro, assesses the specific risks that we face and reviews management’s strategies for adequately mitigating and managing the identified risks. Although our board of directors administers this risk management oversight function, the committees of our board of directors support our board of directors in discharging its oversight duties and address risks inherent in their respective areas. The audit committee reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our procedures and related policies with respect to risk assessment and risk management. The compensation and leadership committee reviews risks and exposures associated with compensation plans and programs, including incentive plans. The nominating and corporate governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with our overall governance practices and the leadership structure of the board of directors (as described above under “Board Leadership Structure”). Our board of directors is kept informed of each committee’s risk oversights and other activities via regular reports of the committee chairs to the full board of directors. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. Director Independence Our board of directors determines the independence of our directors by applying the applicable rules, regulations and listing standards of The Nasdaq Stock Market (“Nasdaq”) and applicable rules and regulations promulgated by the SEC. The applicable rules, regulations and listing standards of Nasdaq provide that a director is independent only if the board of directors affirmatively determines that the director does not have a relationship with the company which, in the opinion of the board of directors, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. They also specify various relationships that preclude a determination of director independence. Such relationships may include employment, commercial, accounting, family and other business, professional and personal relationships. Applying these standards, our board of directors annually reviews the independence of our directors, taking into account all relevant facts and circumstances. In its most recent review, our board of directors considered, among other things, the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Our board of directors has determined that Messrs. Ahmad-Taylor, Goldman, Gotcher, Lanzone, Lurie and Welts, and Mses. Lyne and Zalaznick, are “independent directors” as defined under the applicable rules, regulations and listing standards of Nasdaq and applicable rules and regulations promulgated by the SEC. All members of our audit committee, compensation and leadership committee and nominating and governance committee must be independent directors under the applicable rules, regulations and listing standards of Nasdaq. Members of the audit committee also must satisfy a separate SEC independence requirement, which provides that (i) they may not accept directly or indirectly any consulting, advisory or other compensatory fee from GoPro or any of our subsidiaries other than their directors’ compensation, and (ii) they may not be an affiliated person of GoPro or any of our subsidiaries. Members of the compensation and leadership committee also must satisfy a separate SEC independence requirement and a related Nasdaq listing standard with respect to their affiliation with 7 GoPro and any consulting, advisory or other fees they may have received from us. Our board of directors has determined that all members of our audit committee, compensation and leadership committee and nominating and governance committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees. Board and Committee Meetings and Attendance Our board of directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. During 2018, our board of directors met twelve times, including telephonic meetings, the audit committee held five meetings, the compensation and leadership committee held ten meetings, and the nominating and governance committee held four meetings. All of our directors attended at least 80% of the aggregate of the total number of meetings held by our board of directors and by all committees of our board of directors on which such director served (during the period in which the director served). Audit Committee Our audit committee is comprised of Mr. Goldman, who serves as the chair, Mr. Gotcher and Ms. Zalaznick. Our board of directors has determined that each member of the audit committee meets the requirements for independence under the applicable rules, regulations and listing standards of Nasdaq and applicable rules and regulations promulgated by the SEC. Each member of our audit committee is financially literate. In addition, our board of directors has determined that Mr. Goldman is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K of the Securities Act of 1933, as amended (“Securities Act”). All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by our audit committee. Our audit committee, among other things: • reviews the financial information which will be provided to stockholders and others; • reviews our system of internal controls by consulting with management, our internal compliance team and the independent registered public accounting firm; • appoints, retains and oversees the performance of the independent registered public accounting firm; • oversees our accounting and financial reporting processes and the audits of our financial statements; • pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm; • reviews and provides oversight regarding our policies with respect to risk assessment and risk management; and • reviews related party transactions and proposed waivers of our Code of Business Conduct and Ethics. Compensation and Leadership Committee Our compensation and leadership committee (“CLC”) is comprised of Mr. Gotcher, who serves as the chair, Mses. Lyne and Zalaznick and Mr. Welts. Our board of directors has determined that each member of our compensation and leadership 8 committee meets the requirements for independence under current Nasdaq and SEC rules, regulations and listing standards. Each member of this committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), an outside director, as defined pursuant to Section 162(m) and is “independent” as defined in Section 5605(a)(2) of the Nasdaq rules and Rule 10C-1 promulgated under the Exchange Act. The purpose of our compensation and leadership committee is to carry out the responsibilities of our board of directors relating to compensation of our executive officers. Our compensation and leadership committee, among other things: • reviews and determines the compensation of our executive officers and other executives reporting to the Chief Executive Officer; • administers our equity incentive plans; and • establishes and reviews general policies relating to compensation and benefits of our employees. The compensation and leadership committee engaged an independent executive compensation consulting firm, Compensia, Inc. (“Compensia”), to evaluate our executive compensation program and practices and to provide advice and ongoing assistance on executive compensation matters for 2018. Specifically, Compensia was engaged to: • provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices; • review and assess our current director policies and practices, Chief Executive Officer and other executive officer compensation policies and practices and equity profile relative to market practices (with director compensation review done for the benefit of the nominating and governance committee, which per its charter has responsibility for director compensation review and recommendation); • review and assess our current executive compensation program relative to market to identify any potential changes or enhancements to be brought to the attention of the compensation and leadership committee; and • review market practices on employee stock purchase plans and other equity programs. During 2018, Compensia worked directly with the compensation and leadership committee (and not on behalf of management) to assist the committee in satisfying its responsibilities and undertook no projects for management without the committee’s prior approval. The compensation and leadership committee has determined that none of the work performed by Compensia during 2018 raised any conflicts of interest. Nominating and Governance Committee The nominating and governance committee is comprised of Ms. Zalaznick, who serves as the chair, Messrs. Ahmad-Taylor and Lanzone and Ms. Lyne. In February 2019, Mr. Goldman rotated off the nominating and governance committee and Messrs. Ahmad-Taylor and Lanzone were appointed to the nominating and governance committee. Our board of directors has determined that each member of our nominating and governance committee meets the requirements for independence under current Nasdaq rules, regulations and listing standards. Our nominating and governance committee, among other things: 9 • identifies, evaluates and recommends nominees, including stockholder nominees, to our board of directors and committees of our board of directors; • conducts searches for appropriate directors; • evaluates the performance of our board of directors and of individual directors; • considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees and related compensation (and was assisted in its 2018 director compensation review by Compensia); • reviews developments in corporate governance practices; • evaluates the adequacy of our corporate governance practices and reporting; and • makes recommendations to our board of directors concerning corporate governance matters. Compensation and Leadership Committee Interlocks and Insider Participation None of the members of our compensation and leadership committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past has served, as a member of the board of directors or compensation and leadership committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or our compensation and leadership committee. Board Attendance at Annual Stockholders’ Meeting Our policy is to invite and encourage each member of our board of directors to be present at our annual meeting of stockholders. With the exception of Mr. Welts, and Mses. Lyne and Zalaznick, all of our then current directors were present at our 2018 virtual annual meeting of stockholders held on June 5, 2018. Communication with Directors Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors or a specific member of our board of directors (including our Chairman or lead independent director) may do so by letters addressed to the attention of our General Counsel. All communications are reviewed by our General Counsel and provided to the members of our board of directors consistent with a screening policy providing that unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our board of directors shall not be relayed on to directors. Any communication that is not relayed is recorded in a log and made available to our board of directors. The address for these communications is: GoPro, Inc. c/o General Counsel 3000 Clearview Way San Mateo, California 94402 10 NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS Nomination to the Board of Directors Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and governance committee in accordance with the committee’s charter, our certificate of incorporation and bylaws, our Corporate Governance Guidelines, and the criteria adopted by our board of directors regarding director candidate qualifications. In recommending candidates for nomination, the nominating and governance committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist it in identifying and evaluating potential nominees. Tyrone Ahmad-Taylor and James Lanzone were appointed to our board of directors in June 2018 and August 2018, respectively. Mr. Ahmad-Taylor was identified by a third-party search firm. The search firm assisted the committee before the nominating and governance committee’s recommendation was made to the board of directors. Mr. Lanzone was introduced to the nominating and governance committee by director Lauren Zalaznick. Following the nominating and governance committee’s evaluation and recommendation, each of Messrs. Ahmad-Taylor and Lanzone was appointed to our board of directors. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information – Stockholder Proposals to Be Presented at Next Annual Meeting.” Director Qualifications With the goal of developing a diverse, experienced and highly qualified board of directors, the nominating and governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise and characteristics of members of our board of directors, including qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess. Since the identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and Nasdaq listing requirements and the provisions of our certificate of incorporation, bylaws, Corporate Governance Guidelines, and charters of the board committees. When considering nominees, our nominating and governance committee may take into consideration many factors, including among other things, a candidate’s independence, integrity, diversity (inclusive of age, gender, ethnicity, sexual orientation and gender identity, in accordance with the nominating and governance committee charter), skills, knowledge about our business or industry, willingness and ability to devote adequate time and effort to the board of directors responsibilities in the context of the existing composition, knowledge about other areas that are expected to contribute to the board of directors’ overall effectiveness, and needs of the board of directors and its committees. Our board of directors and nominating and governance committee believe that a diverse, experienced and highly qualified board of directors fosters 11 a robust, comprehensive and balanced decision-making process for the continued effective functioning of our board of directors and success of the Company. Accordingly, through the nomination process, the nominating and governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal 1 below includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time. 12 PROPOSAL NO. 1 ELECTION OF DIRECTORS Our board of directors currently consists of nine directors. All of our directors will stand for election at the Annual Meeting to be held on June 4, 2019 and shall serve for a one-year term expiring at the 2020 Annual Meeting of Stockholders, and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal. Shares represented by proxies will be voted “FOR” the election of each of the nine nominees named below, unless the proxy is marked to “WITHOLD” authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Nominees to the Board of Directors The nominees, their ages, occupations, and length of board service as of April 19, 2019 are provided in the table below. Additional biographical descriptions of each nominee are set forth in the text below the table. Name of Director/Nominee Nicholas Woodman Tyrone Ahmad-Taylor(2) Kenneth Goldman(1) † Peter Gotcher(1)(3) James Lanzone(2) Alexander Lurie Susan Lyne(2)(3) Frederic Welts(3) Lauren Zalaznick(1)(2)(3) Age 43 51 69 59 48 45 67 66 56 Principal Occupation Chief Executive Officer and Chairman, GoPro, Inc. Vice President, Product Marketing, Facebook, Inc. President, Hillspire LLC Independent Investor Chief Digital Officer, CBS Corporation and CEO, CBS Interactive Chief Executive Officer, SurveyMonkey, Inc. President and Managing Partner, BBG Ventures LLC President and Chief Operating Officer, Golden State Warriors Media Executive Director Since 2004 2018 2013 2014 2018 2016 2017 2017 2016 (1) Member of the audit committee (2) Member of the nominating and governance committee (3) Member of the compensation and leadership committee † Lead Independent Director Nicholas Woodman founded GoPro and has served as our Chief Executive Officer and a member of the board of directors since 2004, as Chairman since January 2014 and as President from 2004 until June 2014. Mr. Woodman got his start in 1998 by founding an online gaming company, Funbug.com. When that venture failed in 2001, Mr. Woodman planned an international surfing trip to look for inspiration. While preparing for that trip, Mr. Woodman had the idea for a 35mm film-based wrist camera that could be worn during sports like surfing, enabling the user to capture images while engaged in the sport. This idea became GoPro’s first product, the HERO Camera. In the years that followed, Mr. Woodman, along with friends, family and employees, innovated on the HERO Camera concept along with a wide array of mounting devices that make it easy to mount the camera to everything from helmets to surfboards, vehicles and more. Mr. Woodman holds a B.A. in Visual Arts from the University of California, San Diego. We believe Mr. Woodman’s experience as the founder of GoPro and his knowledge of our products 13 and customers give him the experience and leadership capabilities that qualify him to serve as a member of our board of directors. Tyrone Ahmad-Taylor has served on our board of directors since June 2018. Since June 2017, Mr. Ahmad-Taylor has been Vice President, Product Marketing of Facebook, Inc., an online social platform. Prior to his role at Facebook, Mr. Ahmad-Taylor was CEO and President of THX Limited from November 2015 to May 2017. From March 2014 to July 2015, Mr. Ahmad-Taylor was Vice President, SmartTV Services of Samsung Electronics Company Limited and Head, SmartTV Services of Samsung Electronics Company Limited from October 2012 to March 2014. Mr. Ahmad-Taylor is currently an Advisory Board Member of Consumer Technology Association. We believe Mr. Ahmad- Taylor is qualified to serve as a member of our board of directors based on his extensive executive experience in the consumer products industry and his background in product development and marketing. Kenneth Goldman has served on our board of directors since December 2013 and as lead independent director of our board since April 2017. Since September 2017, Mr. Goldman has served as the President of Hillspire LLC, a wealth management service provider. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., an Internet commerce website, where he was responsible for Yahoo’s global finance functions including financial planning and analysis, controllership, tax, treasury, and investor relations. From September 2007 to October 2012, Mr. Goldman was the Senior Vice President, Finance and Administration and Chief Financial Officer of Fortinet Inc., a provider of threat management technologies. From November 2006 to August 2007, Mr. Goldman served as Executive Vice President and Chief Financial Officer of Dexterra, Inc., a mobile enterprise software company. From August 2000 until March 2006, Mr. Goldman served as Senior Vice President of Finance and Administration and Chief Financial Officer of Siebel Systems, Inc., a supplier of customer software solutions and services. Previously, Mr. Goldman has been the Chief Financial Officer of Sybase, Inc. (acquired by SAP SE), Excite@Home, Cypress Semiconductor Corporation and VLSI Technology, Inc. (acquired by Philips Electronics). Mr. Goldman currently serves on the board of directors of NXP Semiconductor N.V., TriNet, Inc., Zuora, Inc., RingCentral and Sustainability Accounting Standards Board (SASB) Foundation, as well as the Trustee Emeritus of Cornell University. Previously, Mr. Goldman served on the board of directors of Gigamon Inc. and Infinera Corporation. From December 1999 to December 2003, Mr. Goldman served on the Financial Accounting Standards Board’s (FASB’s) primary Advisory Council (FASAC). Mr. Goldman was appointed in January 2015 to a three-year term to the Public Company Accounting Oversight Board’s (PCAOB) Standing Advisory Group (SAG), an organization that provides advice on the need to formulate new accounting standards or change existing standards. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School. We believe Mr. Goldman is qualified to serve as a member of our board of directors based on his experience on the boards of directors of numerous companies, his extensive executive experience, and his service as a member of FASAC and SAG. He provides a high level of expertise and significant leadership experience in the areas of finance, accounting, and audit oversight. Peter Gotcher has served on our board of directors since June 2014. Mr. Gotcher is an independent private investor focusing on investments in digital media technology companies. From September 1999 to June 2002, Mr. Gotcher was a venture partner with Redpoint Ventures, a private investment firm. Prior to that, Mr. Gotcher was a venture partner with Institutional Venture Partners, a private investment firm, from 1997 to 1999. Mr. Gotcher founded Digidesign, Inc., a manufacturer of digital audio workstations, and served as its President, Chief Executive Officer 14 and Chairman from 1984 until it was acquired by Avid Technology, a media software company, in 1995. He served as the Executive Vice President of Avid Technology from 1995 to 1996. Mr. Gotcher currently serves on the board of trustees of Santa Clara University and is the Chairman of the board of directors of Dolby Laboratories, Inc. Mr. Gotcher holds a B.A. in English Literature from the University of California at Berkeley. We believe Mr. Gotcher is qualified to serve as a member of our board of directors based on his broad understanding of the operational, financial, and strategic issues facing public companies and his background providing guidance to companies in the digital media industry. James Lanzone has served on our board of directors since August 2018. Since May 2016, Mr. Lanzone has been Chief Digital Officer of CBS Corporation, a leading mass media company. In addition, since January 2014, Mr. Lanzone has been CEO of CBS Interactive, a top 10 consumer Internet property with nearly 300 million users worldwide and a division of CBS Corporation. Previously, Mr. Lanzone served as President of CBS Interactive from March 2011 to December 2013. From January 2009 to February 2011, Mr. Lanzone was Founder and CEO of Clicker Media, Inc., an Internet video search engine and navigation guide, which was acquired by CBS Corporation in March 2011. Mr. Lanzone is currently a member of the board of Edmunds.com, Inc. and Newport Festivals Foundation. We believe Mr. Lanzone is qualified to serve as a member of our board of directors based on his extensive executive experience and digital product and media expertise. Alexander Lurie has served on our board of directors since February 2016. Since January 2016, Mr. Lurie has served as the Chief Executive Officer of SurveyMonkey, Inc., a creator and publisher of online surveys, and he has served as a member of the board of SurveyMonkey since 2009, including as Chairman of the Board from July 2015 to January 2016. Mr. Lurie served as GoPro’s Senior Vice President of Media from November 2014 until January 2016. From February 2013 to January 2014, Mr. Lurie served as Executive Vice President for Guggenheim Digital Media, an internet media company. From April 2010 to August 2012, Mr. Lurie served as SVP, Strategic Development at CBS Corporation, a mass media corporation. From February 2008 to April 2010, Mr. Lurie served as Chief Financial Officer and Head of Business Development for CBS Interactive, a division of CBS Corporation. Mr. Lurie came to CBS Interactive via its acquisition of CNET Networks, a technology information website, where he served as Chief Financial Officer and head of Corporate Development from February 2006 to February 2008. Mr. Lurie began his career in the investment banking group at JPMorgan where he led equity transactions and mergers and acquisitions in the Internet sector. He holds a J.D. and M.B.A. degree from Emory University, and a B.A. in Political Science from the University of Washington. We believe Mr. Lurie is qualified to serve as a member of our board of directors based on his previous experience as an executive officer of GoPro, his operational and financial expertise from his management experience, and his background in the digital media industry. Susan Lyne has served on our board of directors since April 2017. Since September 2014, Ms. Lyne has been President and Managing Partner of BBG Ventures, an investment fund focused on women-led tech startups. From February 2013 to September 2014, Ms. Lyne was Chief Executive Officer of the AOL Brand Group where she oversaw the content brands of AOL, Inc., a global media technology company, including TechCrunch, Engadget, StyleList, Moviefone and MapQuest. From September 2008 to February 2013, she was Chief Executive Officer and then Chair of Gilt Groupe, Inc., the innovative ecommerce company that pioneered flash sales in the United States. From 2004 to 2008, Ms. Lyne served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company. From 1996 to 2004, Ms. Lyne held various positions at The 15 Walt Disney Company, a diversified worldwide entertainment company, including President of ABC Entertainment where she oversaw the development of shows including Desperate Housewives, Grey’s Anatomy, and Lost. Ms. Lyne is currently a director of Brit Media, Inc. and has previously served as a director of Gilt Groupe, Inc., AOL, Inc., Martha Stewart Living Omnimedia, Inc., Starz Entertainment Group, LLC and CIT Group, Inc. In addition, Ms. Lyne is a member of the Rockefeller University Council and a member of the Council on Foreign Relations. We believe Ms. Lyne is qualified to serve as a member of our board of directors based on her experience on the boards of directors of other companies, her extensive executive experience and her background in the media and consumer products industries. Frederic Welts has served on our board of directors since October 2017. Since October 2011, Mr. Welts has served as President and Chief Operating Officer of the Golden State Warriors. Prior to joining the Warriors, Mr. Welts spent nine years with the Phoenix Suns serving the organization as President and Chief Executive Officer for the last two seasons. Prior to joining the Suns, Mr. Welts enjoyed a successful 17-years (1982-1999) at the NBA league office in New York, where he ascended through the rants to eventually become the leagues third-in-command as the Executive Vice President, Chief Marketing Officer and President of NBA Properties. Mr. Welts currently serves as a board member of the Bay Area Council and the Warriors Community Foundation. He is also a member of the NBA’s Team Advisory Committee and Global Inclusion Council. In September 2018, Mr. Welts was inducted into the Basketball Hall of Fame. Mr. Welts has been honored with multiple awards recognizing his significant contributions to promoting diversity, inclusion and equality in sports and society, including the Anti-Defamation League’s Torch of Liberty Award, the United States Tennis Association 2011 ICON Award, GLSEN’s (Gay, Lesbian and Straight Education Network) Respect Award and GLAD’s (Gay & Lesbian Alliance Against Defamation) Davidson/Valentini Award. We believe Mr. Welts is qualified to serve as a member of our board of directors based on his extensive executive experience and marketing expertise. Lauren Zalaznick has served on our board of directors since July 2016. Since January 2014, Ms. Zalaznick serves as a board member and senior advisor to leading media, tech, and digital companies. She is currently a member of the boards of directors of The RTL Group (since April 2018), The Nielsen Company (since April 2016) and GoPro (since April 2016), and she is a board observer of Refinery29 (since November 2017). In addition, she is currently a senior advisor to the Boston Consulting Group, as well as content and tech start-ups including Gimlet Media, Business Insider, Atlas Obscura, Fatherly and LifePosts. From 2004 through December 2013, Ms. Zalaznick held various roles of increasing responsibility within NBCUniversal, Inc. including Chairman, Entertainment & Digital Networks and Integrated Media where she had responsibility for the Bravo, Oxygen, Style, Telemundo and Mun2 networks and ran its digital portfolio. She was Executive Vice President at NBCUniversal, Inc. until departing the company in December 2013. Since July 2011, Ms. Zalaznick is a trustee emirita of the Corporation of Brown University from which she graduated with a Bachelor of Arts magna cum laude and Phi Beta Kappa. We believe Ms. Zalaznick is qualified to serve as a member of our board of directors based on her operational and management expertise and her background in digital media and content strategy. There are no family relationships among our current directors and officers. 16 Non-Employee Director Compensation Arrangements In June 2014, our board of directors adopted a non-employee director compensation policy, which was subsequently amended in August 2015 and June 2018, with the equity changes effective after the 2018 annual meeting of stockholders and the cash retainer changes effective in October 2015. Pursuant to our non-employee director compensation policy in effect prior to our 2016 annual meeting of stockholders, each non-employee director was to receive a stock option having a grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) equal to $150,000 immediately following each annual meeting of stockholders. Each such stock option had a ten-year term and vested in full on the earlier of the one-year anniversary of the date of grant or on the date of the next annual meeting of our stockholders, subject to the director’s continuous service on our board of directors at such time. In addition, immediately following the annual meeting of our stockholders, each non- employee director was to receive Restricted Stock Units (“RSUs”) having a grant date fair value computed in accordance with FASB ASC Topic 718 equal to $30,000. The shares underlying each RSU grant vested as to 25% in each quarter following the date of grant with the final 25% to vest on the earlier of the date of the annual meeting or the one-year anniversary of the date of grant, subject to the director’s continuous service on our board of directors at such time. The stock options and RSUs described above will accelerate and vest in full in the event of a change in control as defined under our 2014 Plan. Prior to its amendment in 2018, pursuant to our non-employee director compensation policy, immediately following each annual meeting of stockholders starting in 2016, we pay each non-employee director a cash retainer of $50,000. We also granted each non-employee director a stock option having a grant date fair value computed in accordance with FASB ASC Topic 718 equal to $122,500, based on a three-month trailing average of our closing stock price. Each such stock option will have a ten-year term and will vested in full on the earlier of the one-year anniversary of the date of grant or on the date of the next annual meeting of our stockholders, subject to the director’s continuous service on our board of directors at such time. In addition, we granted each non-employee director RSUs having a grant date fair value computed in accordance with FASB ASC Topic 718 equal to $122,500, based on a three-month trailing average of our closing price. The shares underlying each RSU grant vested as to 25% in each quarter following the date of grant with the final 25% vested on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant, subject to the director’s continuous service on our board of directors at such time. The stock options and RSUs described above will accelerate and vest in full in the event of a change in control as defined under our 2014 Plan. Following the amendment of our non-employee director compensation policy in 2018, immediately following each annual meeting of stockholders starting in 2018, in addition to the $50,000 cash retainer, we grant each non- employee director a stock option having a grant date fair value computed in accordance with FASB ASC Topic 718 equal to $92,500, based on a three-month trailing average of our closing stock price. Each such stock option has a ten-year term and vests in full on the earlier of the one-year anniversary of the date of grant or on the date of the next annual meeting of our stockholders, subject to the director’s continuous service on our board of directors at such time. In addition, we grant each non-employee director RSUs having a grant date fair value computed in accordance with FASB ASC Topic 718 equal to $92,500, based on a three-month trailing average of our closing 17 price. The shares underlying each RSU grant will vest as to 25% in each quarter following the date of grant with the final 25% to vest on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant, subject to the director’s continuous service on our board of directors at such time. The stock options and RSUs described above will accelerate and vest in full in the event of a change in control as defined under our 2014 Plan. Directors who are appointed to our board of directors between the annual meetings of our stockholders will receive pro-rated stock option and RSU grants. Accordingly, Mr. Ahmad-Taylor who was appointed to our board of directors in June 2018, and Mr. Lanzone who was appointed to our board of directors in August 2018, received pro-rated stock option and RSU grants in accordance with the policy described in this paragraph. In addition to the cash retainers and the annual stock option and RSU grants for service as a member of our board of directors, our non-employee director compensation policy provides for additional cash retainers to the lead independent director and the chairs and members of each committee of our board of directors equal to the following: • $20,000 for the lead independent director; • $25,000 for the chair of our audit committee; • $12,500 for audit committee member (other than the chair); • $18,500 for the chair of our compensation and leadership committee; • $10,000 for compensation and leadership committee member (other than the chair); • $10,000 for the chair of our nominating and governance committee; and • $5,000 for nominating and governance committee member (other than the chair). Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their reasonable travel expenses incurred in attending board and committee meetings. 18 Director Compensation The following table provides information for 2018 concerning all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2018. Nicholas Woodman, our Chief Executive Officer, is not included in the table below because he did not receive additional compensation for his services as a director. His compensation as an employee is shown below in “Executive Compensation – Summary Compensation Table.” Name Tyrone Ahmad-Taylor Anthony Bates Kenneth Goldman Peter Gotcher James Lanzone Alexander Lurie Susan Lyne Frederic Welts Lauren Zalaznick Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Option Awards ($)(1) Total ($) 14,167 — 100,000 81,000 4,396 50,000 65,000 51,906 82,500 108,740(2) — 101,970(4) 101,970(4) 70,594(6) 101,970(4) 101,970(4) 101,970(4) 101,970(4) 115,064(3) — 107,898(5) 107,898(5) 70,573(7) 107,898(5) 107,898(5) 107,898(5) 107,898(5) 237,971 —(8) 309,868 290,868 145,563 259,868 274,868 261,774 292,368 (1) The amounts reported in this column represent the aggregate grant date value of RSUs or option awards, as applicable, made to directors in 2018 computed in accordance with FASB ASC Topic 718. (2) Mr. Ahmad-Taylor joined GoPro’s board of directors on June 18, 2018. On June 18, 2018, Mr. Ahmad-Taylor received a pro-rated award of 16,755 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 4, 2019, the date of our Annual Meeting, subject to Mr. Ahmad-Taylor’s continuous service on our board of directors on such date. As of December 31, 2018, 8,378 of the RSUs remained unvested. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested. (3) Mr. Ahmad-Taylor joined GoPro’s board of directors on June 18, 2018. One June 18, 2018, Mr. Ahmad-Taylor received a pro-rated grant of options to purchase 36,338 of common stock which will vest in full on June 4, 2019, the date of our Annual Meeting, subject to Mr. Ahmad- Taylor’s continuous service on our board of directors on such date. In the event of a Change in Control (as defined under the Company’s 2014 Plan), such Options will accelerate and become immediately vested and exercisable. (4) On June 5, 2018, Messrs. Goldman, Gotcher, Lurie and Welts, and Mses. Lyne and Zalaznick each received an award of 17,581 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 4, 2019, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date. As of December 31, 2018, 8,791 of the RSUs remained unvested for each board member. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested. (5) On June 5, 2018, Messrs. Goldman, Gotcher, Lurie and Welts, and Mses. Lyne and Zalaznick each received a grant of options to purchase 38,128 shares of common stock which will vest in full on June 4, 2019, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these Options will accelerate and become immediately vested and exercisable. (6) Mr. Lanzone joined GoPro’s board of directors on August 29, 2018. On August 29, 2018, Mr. Lanzone received a pro-rated award of 11,259 RSUs which vested as to 25% of the shares subject to the award in each quarter following the date of grant, with the final 25% to vest on June 4, 2019, the date of our Annual Meeting, subject to Mr. Lanzone’s continuous service on our board of directors on such date. As of December 31, 2018, 5,630 of the RSUs remain unvested. In the event of a Change in Control (as defined under the Company’s 2014 Plan), these RSUs will accelerate and become immediately vested. (7) Mr. Lanzone joined GoPro’s board of directors on August 29, 2018. On August 29, 2018, Mr. Lanzone received a pro-rated grant of options to purchase 23,175 shares of common stock which will vest in full on June 4, 2019, the date of our Annual Meeting, subject to Mr. Lanzone’s continuous service on our board of directors on such date. In the event of a Change in Control (as defined under the Company’s 2014 Plan), such Options will accelerate and become immediately vested and exercisable. (8) Mr. Bates received no compensation in 2018 for services as a director. As a former employee of the Company (whose employment as GoPro’s President terminated on December 31, 2016) and pursuant to his separation agreement, certain of Mr. Bates’ stock options remained fully vested and outstanding in lieu of compensation until Mr. Bates’ board service ended on June 5, 2018. 19 Our non-employee directors held option and RSU awards to acquire the following number of shares as of December 31, 2018: Name Tyrone Ahmad-Taylor Anthony Bates Kenneth Goldman Peter Gotcher James Lanzone Alexander Lurie Susan Lyne Frederic Welts Lauren Zalaznick Number of Shares Underlying Outstanding Awards Option Awards RSU Awards 36,338 —(1) 189,325(2) 117,608(3) 23,175 105,913 73,736 55,400 93,543 8,378 —(1) 8,791 8,791 5,630 8,791 8,791 8,791 8,791 (1) Mr. Bates terminated employment as GoPro’s President on December 31, 2016 and his board service ended on June 5, 2018. (2) Consists of options to purchase 95,000 shares of Class B common stock under an option award granted pursuant to our 2010 Plan and 94,325 shares of Class A common stock under option awards granted pursuant to our 2014 Plan. (3) Consists of options to purchase 17,234 shares of Class B common stock under an option award granted pursuant to our 2010 Plan and 100,374 shares of Class A common stock under option awards granted pursuant to our 2014 Plan. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NOMINATED DIRECTORS 20 PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Our audit committee has re-appointed PricewaterhouseCoopers LLP as GoPro’s independent registered public accounting firm to perform the audit of GoPro’s consolidated financial statements for 2019 and recommends that stockholders vote for ratification of such selection. Although ratification by stockholders is not required by law, GoPro has determined that it is good practice to request ratification of this selection by the stockholders. In the event that PricewaterhouseCoopers LLP is not ratified by our stockholders, the audit committee will review its future selection of PricewaterhouseCoopers LLP as GoPro’s independent registered public accounting firm. PricewaterhouseCoopers LLP audited GoPro’s financial statements for 2018 and 2017. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting, in which case they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions. Independent Registered Public Accounting Firm Fees and Services We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, PricewaterhouseCoopers LLP periodically rotates the individuals who are responsible for GoPro’s audit. The following table shows the fees billed by PricewaterhouseCoopers LLP for the years ended December 31, 2018 and 2017: Fees Billed to GoPro Audit fees(1) Audit-related fees Tax fees(2) All other fees(3) Total fees $ $ 2018 2017 2,635,700 — 201,800 2,700 2,840,200 $ $ 2,740,200 — 450,100 2,700 3,193,000 (1) (2) (3) “Audit fees” include fees for audit services primarily related to the audit of our annual financial statements and internal control over financial reporting; the review of our quarterly financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; and audit services provided in connection with other statutory and regulatory filings. “Tax fees” include fees for tax compliance, advice and planning. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal, state and international income tax matters, transfer pricing, international tax structure planning, assistance with indirect sales tax and assistance with tax audits. “All other fees” include fees for products and services, namely software subscription fees. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our audit committee’s policy is to preapprove all audit and permissible non-audit services, other than de minimis non-audit services, provided by the independent registered public accounting firm. These services may include audit services, audit- related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are 21 required to report periodically to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by our audit committee. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2 22 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2019, by: • each stockholder known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock; • each of our directors; • each of our named executive officers (“NEOs”); and • all of our directors and executive officers as a group. Percentage ownership of our common stock before this offering is based on 33,097,231 shares of our Class B common stock and 120,428,824 shares of our Class A common stock outstanding on March 31, 2019. Beneficial ownership is determined in accordance with the rules of the SEC and thus represents voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable. Shares of our Class A common stock and Class B common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2019 or RSUs and PSUs that may vest and settle within 60 days of March 31, 2019 are deemed to be outstanding and to be beneficially owned by the person holding the options or RSUs and PSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Name of Beneficial Owner Shares % Shares % Shares Beneficially Owned Class A Class B % of Total Voting Power(1) Directors and Named Executive Officers: Nicholas Woodman(2) Tyrone Ahmad-Taylor(3) Kenneth Goldman(4) Peter Gotcher(5) James Lanzone(6) Alexander Lurie(7) Susan Lyne(8) Frederic Welts(9) Lauren Zalaznick(10) Brian McGee(11) Eve Saltman(12) Sandor Barna(13) CJ Prober(14) Sharon Zezima(15) All executive officers and directors as a group (13 persons)(16) 5% Stockholders Nicholas Woodman and Jill R. Woodman, as Co- Trustees of the Woodman Family Trust under Trust Agreement dated March 11, 2011(17) BlackRock, Inc.(18) The Vanguard Group - 23-1945930(19) — 8,378 95,416 156,859 8,444 116,726 64,963 38,065 93,215 246,486 79,555 201,502 12,680 2,266 1,151,542 — 7,994,769 10,211,841 23 * * * * * * * * * * * * * * * * 33,020,130 99.77 73.15 — 95,000 17,234 — — — — — — — — — — 33,141,964 * * * * * * * * * * * * * 99.77 * * * * * * * * * * * * * 73.35 27,738,794 83.81 61.45 6.64 8.48 — — * * 1.77 2.26 * Represents beneficial ownership of less than 1% of our outstanding shares of common stock of the designated class of security or less than 1% of the Total Voting Power, as applicable. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o GoPro, Inc., 3000 Clearview Way, San Mateo, California 94402. (1) Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. (2) Consists of (i) 27,738,794 shares of Class B common stock held by the Woodman Family Trust under Trust Agreement dated March 11, 2011 of which Nicholas Woodman and Jill Woodman are co-trustees, (ii) 640,668 shares of Class B common stock held by Mr. Woodman's 2017 GRAT, (iii) 640,668 shares of Class B common stock held by the 2017 GRAT for Mr. Woodman's spouse, (iv) 2,000,000 shares of Class B common stock held by Mr. Woodman's 2018 GRAT, and (v) 2,000,000 shares of Class B common stock held by the 2018 GRAT for Mr. Woodman's spouse. As a co-trustee, Mr. Woodman may be deemed to have shared voting and investment power over the shares owned by the Woodman Family Trust. Mr. Woodman is the sole trustee of all four (4) GRATs. (3) Consists of 8,378 shares of Class A common stock held by Mr. Ahmad-Taylor. (4) Consists of (i) 668 shares of Class A common stock held by Mr. Goldman, (ii) 38,551 shares of Class A common stock held in the Goldman-Valeriote Family Trust, (iii) 56,197 shares of Class A common stock subject to options held by Mr. Goldman that are exercisable within 60 days of March 31, 2019, and (iv) 95,000 shares of Class B common stock subject to options held by Mr. Goldman that are exercisable within 60 days of March 31, 2019. Kenneth Goldman and Susan Valeriote are co-trustees and have shared voting and investment power over the shares owned by the Goldman- Valeriote Family Trust. (5) Consists of (i) 94,613 shares of Class A common stock held by the Peter and Marie-Helene Gotcher Family Trust, (ii) 62,246 shares of Class A common stock subject to options held by Mr. Gotcher that are exercisable within 60 days of March 31, 2019, and (iii) 17,234 shares of Class B common stock subject to options held by Mr. Gotcher that are exercisable within 60 days of March 31, 2019. Mr. Gotcher is the President of The Peter and Marie-Helene Gotcher Family Trust. (6) Consists of 8,444 shares of Class A common stock held by Mr. Lanzone. (7) Consists of (i) 48,941 shares of Class A common stock held by the Alexander J Lurie Trust dtd 10/16/2007, and (ii) 67,785 shares of Class A common stock subject to options held by Mr. Lurie that are exercisable within 60 days of March 31, 2019. Mr. Lurie is the sole trustee and beneficiary of the Alexander J Lurie Trust dtd 10/16/2007. (8) Consists of (i) 29,355 shares of Class A common stock held by Ms. Lyne, and (ii) 35,608 shares of Class A common stock subject to options held by Ms. Lyne that are exercisable within 60 days of March 31, 2019. (9) Consists of (i) 20,793 shares of Class A common stock held by the Frederic K. Welts, Jr. Living Trust, and (ii) 17,272 shares of Class A common stock subject to options held by Mr. Welts that are exercisable within 60 days of March 31, 2019. Mr. Welts is the sole trustee and beneficiary of the Frederic K. Welts, Jr. Living Trust. (10) Consists of (i) 37,800 shares of Class A common stock held by Ms. Zalaznick and Phelim Dolan, and (ii) 55,415 shares of Class A common stock subject to options held by Ms. Zalaznick that are exercisable within 60 days of March 31, 2019. (11) Consists of (i) 276 shares of Class A common stock held by Mr. McGee's spouse, and (ii) 246,210 shares of Class A common stock subject to options held by Mr. McGee that are exercisable within 60 days of March 31, 2019. (12) Consists of (i) 57,188 shares of Class A common stock subject to options held by Ms. Saltman that are exercisable within 60 days of March 31, 2019, and (ii) 22,367 shares of Class A common stock subject to restricted stock units held by Ms. Saltman that may settle within 60 days of March 31, 2019. (13) Consists of (i) 58,268 shares of Class A common stock held by Mr. Barna, (ii) 133,234 shares of Class A common stock subject to options held by Mr. Barna that are exercisable within 60 days of March 31, 2019, and (iii) 10,000 shares of Class A common stock subject to restricted stock units held by Mr. Barna that may settle within 60 days of March 31, 2019. (14) Consists of 12,680 shares of Class A common stock held by Mr. Prober. (15) Consists of 2,266 shares of Class A common stock held by Ms. Zezima. (16) Consists of (i) 384,895 shares of Class A common stock, (ii) 33,020,130 shares of Class B common stock, (iii) 731,155 shares of Class A common stock subject to options that are exercisable within 60 days of March 31, 2019, (iv) 35,492 shares of Class A common stock subject to restricted stock units that may settle within 60 days of March 31, 2019, and (v) 121,834 shares of Class B common stock subject to options that are exercisable within 60 days of March 31, 2019. (17) Consists of 27,738,794 shares of Class B common stock held by the Woodman Family Trust under Trust Agreement dated March 11, 2011 of which Nicholas Woodman and Jill Woodman are co-trustees. As a co-trustee, Mr. Woodman may be deemed to have shared voting and investment power over the shares owned by the Woodman Family Trust. (18) Based on a Schedule 13G Amendment No. 2 filing made on February 4, 2019. Consists of 7,994,769 shares of Class A common stock held by BlackRock, Inc. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (19) Based on a Schedule 13G Amendment No. 3 filing made on February 11, 2019. Consists of 10,211,841 shares of Class A common stock held by The Vanguard Group - 23-1945930. The address for The Vanguard Group - 23-1945930 is 100 Vanguard Blvd., Malvern, PA 19355. 24 The names of our current executive officers, their ages as of March 31, 2019, and their positions are shown below. EXECUTIVE OFFICERS Executive Officers Nicholas Woodman Brian McGee Eve Saltman Sandor Barna Dean Jahnke Age 43 59 54 50 45 Position(s) Chief Executive Officer and Chairman Executive Vice President, Chief Financial Officer Vice President, Corporate/Business Development, General Counsel and Secretary Senior Vice President, Chief Technology Officer Vice President, Global Sales Our board of directors chooses executive officers, who then serve at the board’s discretion. There is no family relationship among any of our directors or executive officers. For information regarding Mr. Woodman, please refer to “Proposal No. 1 – Election of Directors” discussed above. Brian McGee has served as our Executive Vice President, Chief Financial Officer since February 2018 and our Senior Vice President, Chief Financial Officer since March 2016. Mr. McGee served as our Vice President of Finance from September 2015 to March 2016, and was responsible for financial planning, tax, treasury and risk management in that role. From May 2011 to September 2015, Mr. McGee served in various positions at Qualcomm, most recently as the Vice President, Business Operations. Prior to Qualcomm, Mr. McGee was at Atheros Communications from December 2009 to May 2011 as the Vice President, General Manager Global Powerline Business. Prior to Atheros Communications, from January 2007 to December 2009, Mr. McGee was the Senior Vice President, Chief Financial Officer and Treasurer, at Intellon, a fabless semiconductor company that was acquired by Atheros Communications in December 2009. From 2003 to 2006, Mr. McGee was Vice President Finance and Chief Financial Officer of Lexar, a maker of digital media storage. Mr. McGee holds a B.S. in Finance from California Polytechnic State University (1983) and a Certificate in Management Accounting (1989). Eve Saltman has served as our Vice President, Corporate/Business Development, General Counsel and Secretary since March 2018. Ms. Saltman served as our Vice President, Deputy General Counsel and Assistant Secretary from February 2017 to September 2017, our Deputy General Counsel and Assistant Secretary from July 2014 to February 2017, and our Associate General Counsel and Assistant Secretary from January 2014 to July 2014. From September 2017 to March 2018, Ms. Saltman served as General Counsel and Corporate Secretary of Asana, Inc., a collaborative work management application company. Prior to joining GoPro in 2014, Ms. Saltman served as VP, General Counsel, and Corporate Secretary of OL2, Inc. dba OnLive, a provider of cloud gaming services from September 2012 to January 2014 and VP, Legal, OnLive, Inc., from September 2008 to August 2012. Since 2014, Ms. Saltman has also served as a director of Lexicon of Sustainability, Inc., a non-profit organization. Ms. Saltman holds a J.D. from Georgetown Law School and a B.A. in History from Cornell University. Sandor Barna has served as our Senior Vice President, Chief Technology Officer since February 2018. From December 2016 to February 2018, he served as our Vice President of Hardware Engineering and from October 2015 to December 2016 as our Vice President of Core Technology. From February 2015 to September 2015, Dr. Barna was Vice President of the Automotive and Scanning Division in the Image Sensor Group at ON Semiconductor, and from August 2014 to February 2015, Vice President Technology Development/Aptina CTO, a position he assumed after ON’s acquisition of Aptina Imaging in 2014. From October 2013 to August 2014, Dr. Barna was Chief Technology Officer at Aptina Imaging, and, from the company’s launch in July 2009, as Vice President and General Manager of Aptina Imaging’s Consumer Camera Business Unit. From 1997 to 2008, he held a variety of semiconductor engineering, research, and business strategy roles in Micron 25 Technology’s Image Sensor Group and at Photobit Corporation. Dr. Barna holds a Ph.D. and an M.A. in Physics from Princeton University, and a B.S. in Physics from Yale University. Dean Jahnke has served as GoPro’s Vice President, Global Sales since February 2019, Vice President, Sales from June 2018 to January 2019, Interim Head of Sales from March 2018 to June 2018, Senior Director of Sales – North America from April 2017 to March 2018, Director of Sales from February 2016 to March 2017, and Area Sales Manager from March 2014 to January 2016. Prior to joining GoPro, Mr. Jahnke served as Senior Sales Manager of Western Digital from August 2008 to March 2014. Before that, Mr. Jahnke was Senior Merchant at Best Buy from June 2000 to August 2008. Mr. Jahnke attended Minnesota State University, Mankato. 26 COMPENSATION DISCUSSION AND ANALYSIS Introduction GoPro’s executive compensation programs, policies and practices (“ECPs”) are designed to reflect the three major tenets of our executive compensation philosophy, namely to: • Align executive compensation with achievement of our business objectives and financial performance; • Motivate our executive officers to take actions that enhance long-term stockholder value; and • Enable us to attract, retain and reward our executives who contribute to our success. We manage our ECPs, including compensation-related corporate governance standards, in a manner consistent with our executive compensation philosophy. These ECPs are intended to drive performance and prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests. Executive Compensation Best Practices Compensation and Leadership Committee Independence Our board of directors maintains a compensation and leadership committee comprised solely of independent directors. Compensation and Leadership Committee Advisor Independence Annual Compensation Review Compensation-Related Risk Assessment No Executive Perquisites “Double-Trigger” Change in Control Arrangements Executive Severance Policy The compensation and leadership committee engages and retains its own advisors. During 2018, the compensation and leadership committee engaged an independent national consulting firm to assist with its responsibilities and such firm performs no additional consulting or other services for GoPro. The compensation and leadership committee annually reviews our executive compensation philosophy and strategy, including reviewing our compensation peer group used for appropriate comparative purposes. We conduct annual evaluations of our compensation programs, policies, and practices, including our ECPs, to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on GoPro. We do not offer perquisites or other personal benefits to our executive officers, including our NEOs, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. Our executive officers, including our NEOs, participate in our health and welfare benefit programs on the same basis as all of our employees. The change in control post-employment compensation arrangements for our executive officers including our NEOs are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of (i) a change in control of our company and (ii) a qualifying termination of employment, except for an arrangement with Mr. Woodman which provides for the receipt of payments and benefits in the event of a qualifying termination of employment, including a termination of employment in connection with a change in control of our company. The Executive Severance Policy adopted in February 2019 is intended to provide specified payments and benefits to certain executive officers (other than the Chief Executive Officer), and other employees of the Company, in order to retain them. 27 Reasonable Change in Control Arrangements Prohibition on Hedging and Pledging Succession Planning Retirement Programs Compensation Recoupment Policy Stock Ownership Guidelines The post-employment compensation arrangements for our management team, including our NEOs, provide for amounts and multiples that are within reasonable market norms. Our management team, including our NEOs, and the members of our board of directors, are prohibited from speculating in our equity securities, including the use of short sales, or any equivalent transaction involving our equity securities and from engaging in any hedging transactions with respect to our equity securities. Our board of directors reviews the risks associated with our most critical executive positions on an annual basis so that we have an adequate succession strategy, and we have plans in place for these critical positions. Other than our Section 401(k) plan, which is generally available to all U.S. employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our management team, including our NEOs. We maintain a compensation recoupment policy applicable to cash incentive- based compensation awards paid to our executive officers. In the event of a substantial restatement of financial results filed with the Securities and Exchange Commission, the policy permits our board of directors, if the board determines it is appropriate under the circumstances, and the executive officer engaged in fraud or intentional illegal conduct that materially contributed to the restatement, to seek recovery of all or any portion of the incentive awards paid or awarded to an executive officer in excess of the awards that would have been paid or awarded based on the restated financial results. We maintain a stock ownership policy for our Chief Executive Officer, President, and non-employee directors to align their interests with those of our stockholders. This policy does not currently apply to our President because we do not currently employ anyone in this position. This Compensation Discussion and Analysis (“CD&A”) is intended to assist our stockholders in understanding our ECPs by presenting the following: 1. Elements of Our Executive Compensation Program sets forth our executive compensation philosophy and describes the programs, policies and practices we apply and use to support achievement of our corporate goals and performance objectives. 2. Further Considerations for Setting Executive Compensation discusses, among other things, the role of our compensation and leadership committee, consultants, peer group, and the impact of tax and accounting considerations. 3. Business Highlights for 2018 summarizes our business results that impacted our 2018 executive compensation decisions. 4. Executive Compensation Decisions for 2018 explains the compensation decisions that were made for 2018 based on our corporate results. 5. Severance and Change in Control Arrangements discusses employment agreements and policies associated with our current and departing executives. This CD&A focuses on the material elements of compensation of our NEOs as of December 31, 2018: 28 • Nicholas Woodman, our Chief Executive Officer and Chairman of our board of directors; • Brian McGee, our Executive Vice President, Chief Financial Officer since February 2, 2018; • Sandor Barna, our Senior Vice President, Chief Technology Officer since February 2, 2018; and • Eve Saltman, our Vice President, Corporate/Business Development, General Counsel and Secretary, since March 29, 2018. In January 2018, we announced that our COO, Charles “CJ” Prober departed the Company effective February 16, 2018 and our General Counsel, Sharon Zezima, resigned from the Company effective March 30, 2018. Elements of Our Executive Compensation Program Compensation Philosophy and Guiding Principles We have designed our ECPs to reward our executive officers, including our NEOs, at a level consistent with our overall business strategy and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly-competitive technology and consumer-oriented environments in which we operate. We have also designed our ECPs to reward our executive officers, including our NEOs, for superior performance. We believe that competitive compensation packages consisting of a combination of base salaries, annual cash bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period, enable us to attract top talent, motivate effective short-term and long-term performance, and satisfy our retention objectives. As an overarching objective, we seek to design each pay element to align the compensation of our management team with our corporate performance and long-term value creation for our stockholders. That principle has guided the design of both the annual and long-term incentive compensation of our executive officers. The compensation and leadership committee reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and makes a determination whether to adjust the design and operation of our executive compensation program as deemed necessary and appropriate. While the compensation and leadership committee considers all of these factors in its deliberations, and places no formal emphasis on any one factor in its overall compensation strategy, our annual Executive Bonus Plan does assign values to specific performance metrics. As we continue to evolve as a publicly traded company, the compensation and leadership committee will evaluate our compensation philosophy and program objectives as circumstances merit. At a minimum, we expect the compensation and leadership committee to review executive compensation annually and update as deemed necessary and appropriate. 29 Compensation Elements The three primary elements of our executive compensation program are: (i) base salary, (ii) annual cash bonus opportunities, and (iii) long-term incentive opportunities in the form of equity awards subject to multi-year vesting, in each case as described below: Compensation Element What This Element Rewards Purpose and Key Features of Element Base salary Individual of performance, experience, expected future performance and contributions. level Annual cash bonuses of Achievement pre-established corporate and individual performance objectives (for 2018, focused on our revenue growth and profitability, as well as and management objectives). contributions individual Long-term incentives/equity awards Corporate and individual performance long-term stockholder that enhance value. Vesting requirements promote retention of highly-valued executive officers. level of Provides competitive fixed compensation determined by the market the value of qualifications, and performance expectations of each executive officer and each position. the position, and experience Motivate executive officers to achieve during the fiscal year (i) short-term financial and operational objectives, and (ii) individual performance objectives. Performance levels are established to motivate our executive officers to achieve or exceed performance objectives. Annual (i) stock options and Restricted Stock Units (“RSUs”) that vest over three to four years, based on continued service, and (ii) Performance Stock Units (“PSUs”) that are subject to both a performance-based vesting condition (as determined by the compensation and leadership committee) and a service- based vesting condition, each of which provides a variable risk” pay opportunity. Because the ultimate value of these equity awards is directly related to the market price of our Class A common stock, and the awards are vesting over an extended period of time, they serve to focus management on the creation and maintenance of long-term stockholder value and help us attract, retain, motivate, and reward executive officers. “at Our executive officers also participate in the standard employee benefit plans available to most of our employees. In addition, our executive officers are eligible for post-employment (severance and change in control) payments and benefits under certain circumstances. Each of these compensation elements is discussed in detail below, including a description of each particular element and how it fits into our overall executive compensation program and a discussion of the amounts of compensation paid to our executive officers, including our NEOs, in 2018 under each of these elements. Base Salary We believe that a competitive base salary is a necessary element of our executive compensation program, so that we can attract and retain a stable and highly qualified management team. Base salaries for our executive officers are intended to 30 be competitive with those received by other individuals in similar positions at the companies with which we compete for talent, and to maintain internal parity across our executive team. Generally, we establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, and the base salaries of our other executive officers. Thereafter, the compensation and leadership committee reviews the base salaries of our executive officers, including our NEOs, at least annually. Annual Cash Bonuses Our executive officers, including our NEOs, are participants in our annual Executive Bonus Plan, pursuant to which we generally use annual cash bonuses to motivate participants to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Bonus targets are determined by our compensation and leadership committee, subject to adjustment in certain circumstances, such as mid-year changes in base salary and leaves of absence. Overall funding of the bonus pool is generally determined by reference to corporate performance measures, but our compensation and leadership committee can, in its discretion, adjust individual participants’ bonuses, based on each participant’s individual performance. Individual performance goals for each participant are generally identified at the beginning of the year in discussions with our Chief Executive Officer. These goals may be quantitative or qualitative in nature, depending on the organizational priorities for a given year, and they typically focus on key departmental or operational objectives or functions. Most of these goals are intended to provide a set of common objectives that facilitate collaborative management and engagement, although participants could also be assigned individual objectives. Long-Term Incentives/Equity Awards We use long-term incentive compensation in the form of equity awards to motivate our executive officers, including our NEOs, by providing them with the opportunity to build an equity interest in GoPro and to share in the potential appreciation of the value of our Class A common stock. Generally, in determining the size of the equity awards granted to our executive officers, the compensation and leadership committee takes into consideration the recommendations of our Chief Executive Officer (except with respect to his own equity award), as well as the factors described above. The compensation and leadership committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, may have on stockholder value. Annual equity awards are granted to our NEOs in the form of stock options, which represent the right to purchase shares of our Class A common stock at a predetermined price subject to time based vesting; RSUs which represent the right to receive shares of our Class A common stock subject to time based vesting; and PSUs, which represent the right to receive shares of our Class A common stock subject to both achievement of one or more performance metrics and time-based vesting. The proportion and mix of long-term equity vehicles (time based stock options, time based RSUs, and performance 31 based PSUs) is determined by the compensation and leadership committee each year (see “Executive Compensation Decisions for 2018 – Long-Term Incentive Compensation” below). The compensation and leadership committee evaluates equity vehicles annually to determine which form and mix of equity best aligns executive incentives with the long-term interest of our stockholders. The compensation and leadership committee may also choose to utilize other performance- based equity vehicles. On March 25, 2019, the compensation and leadership committee granted additional PSUs with a grant date of May 15, 2019 to Nicholas Woodman, Brian McGee, Eve Saltman, Sandor Barna, and Dean Jahnke. These 2019 PSUs will be earned and vest proportionally between 25% and 150% of a target number of shares for achievement between a minimum revenue hurdle and a maximum revenue hurdle. Each of the revenue hurdles will be determined by the compensation and leadership committee in the first quarter of 2019. To the extent actually earned, the 2019 PSUs will be subject to time- based vesting, with one third of the total number of shares earned under each 2019 PSU vesting on the initial vesting date of February 15, 2020, and an additional one twelfth of the total number of earned shares under each 2019 PSU vesting quarterly thereafter, for so long as the recipient remains in service to GoPro. If GoPro undergoes a change in control before the performance measurement period has ended, then the revenue achievement metric will be adjusted to reflect the pre- closing period, and the 2019 PSUs determined to be so earned pursuant to the adjusted metric will be subject to any remaining time-based vesting, which will be governed by the change in control severance agreements. Welfare and Health Benefits We maintain a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code (the “Code”) for our U.S. employees, including our executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service that provides them with an opportunity to save for retirement on a tax-advantaged basis. We intend for this plan to qualify under Sections 401(a) and 501(a) of the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until distributed from the applicable plan. All participants’ interests in their deferrals are 100% vested when contributed to this plan. In 2018, we made matching contributions into the Section 401(k) plan for our employees, which are deductible when made by us. Under the plan, pre- tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. In addition, we provide other benefits to our executive officers, including our NEOs, on the same basis as all of our full- time employees. These benefits include health, dental and vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, basic life insurance coverage and discretionary time-off. We do not offer our employees a non-qualified deferred compensation plan or pension plan. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices, the competitive market and our employees’ needs. 32 Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a component of our executive compensation program. Accordingly, we do not provide perquisites to our executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. During 2018, none of the NEOs received perquisites or other personal benefits that were, in the aggregate, valued at $10,000 or more. In the future, we may provide perquisites or other personal benefits to our executive officers where we believe it serves a sound business purpose. We do not expect that any future perquisites or other personal benefits will be a significant aspect of our executive compensation program. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation and leadership committee. Further Considerations for Setting Executive Compensation Compensation-Setting Process Role of the Compensation and Leadership Committee The compensation and leadership committee is responsible for establishing our overall compensation philosophy and reviewing and approving our executive compensation program, including the specific compensation of our executive officers, including our NEOs. The compensation and leadership committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers and, as noted previously, in 2018 retained an executive compensation consultant, Compensia, Inc. (“Compensia”), as further discussed below. The compensation and leadership committee’s authority, duties, and responsibilities are described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available on our website at http://investor.gopro.com. In determining our overall compensation philosophy and approving the compensation of our executive officers, the compensation and leadership committee is assisted by its compensation consultant, as well as our Chief Executive Officer, our Vice President, People and Places (except with respect to their own compensation), and our executive compensation staff to formulate recommendations with respect to specific compensation actions. The compensation and leadership committee makes all final decisions regarding compensation for our executive officers, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period. The compensation and leadership committee meets on a regularly- scheduled basis and at other times as needed and periodically reviews compensation matters with the entire board of directors. Annually, the compensation and leadership committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions and decisions (i) are properly coordinated, (ii) are aligned with our vision, mission, values and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. 33 Following this assessment, the compensation and leadership committee may make any necessary or appropriate modifications to our existing plans and arrangements or adopt new plans or arrangements. The compensation and leadership committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the compensation and leadership committee reviews market trends and changes in competitive compensation practices, as described below. The factors to be considered by the compensation and leadership committee in determining the compensation of our executive officers, including our NEOs, include: • the recommendations of our Chief Executive Officer, and our Vice President, People and Places (except with respect to their own compensation) as described below; • our corporate growth and other elements of financial performance; • our corporate and individual achievements against one or more short-term and long-term performance objectives; • the individual performance of each executive officer against his or her business objectives; • a review of the relevant competitive market analysis prepared by its compensation consultant (as described below); • the expected future contribution of the individual executive officer; • historical compensation decisions we have made regarding our executive officers; and • internal pay equity based on the impact on our business and performance. The compensation and leadership committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in making its decisions. The members of the compensation and leadership committee consider this information in light of their individual experience, knowledge of GoPro, knowledge of each executive officer, knowledge of the competitive market and business judgment in making their decisions regarding executive compensation and our executive compensation program. As part of this process, the compensation and leadership committee evaluates the performance of our Chief Executive Officer each year and makes all decisions regarding his base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period. Our Chief Executive Officer is not present during any of the deliberations regarding his compensation. Role of our Chief Executive Officer Our Chief Executive Officer works closely with the compensation and leadership committee in determining the compensation of our other executive officers, including the other NEOs. Our Chief Executive Officer works with the compensation and 34 leadership committee to recommend the structure of the annual Executive Bonus Plan, to identify and develop corporate and individual performance objectives for the annual Executive Bonus Plan, and to evaluate actual performance against the selected measures. At the beginning of each year, our Chief Executive Officer reviews the performance of our other executive officers, including the other NEOs, for the previous year, and makes recommendations to the compensation and leadership committee for each element of compensation. The compensation and leadership committee then reviews these recommendations and considers the other factors described above and makes decisions as to the target compensation of each executive officer (other than our Chief Executive Officer), as well as each individual compensation element. While the compensation and leadership committee will consider our Chief Executive Officer’s recommendations, as well as the competitive market analysis prepared by Compensia, these recommendations and market data serve as only two of several factors that the compensation and leadership committee considers in making its decisions with respect to the compensation of our executive officers. No executive officer participates in the determination of the amounts or elements of his or her own compensation. Role of Compensation Consultant Pursuant to its charter, the compensation and leadership committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist in carrying out its responsibilities. The compensation and leadership committee has the authority to make all determinations regarding the engagement, fees and services of these advisors, and any such advisor reports directly to the compensation and leadership committee. Accordingly, as noted previously, in 2018, the compensation and leadership committee engaged Compensia to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the compensation and leadership committee by Compensia in 2018 were as follows: • researched, analyzed and developed a proposed compensation peer group; • provided advice with respect to compensation best practices, regulatory developments and market trends for executive officers and members of our board of directors; • conducted an analysis of long-term incentive equity practices currently used by our compensation peer group and advised on design of our long-term incentive plans; • conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers; • conducted an analysis of the levels of overall compensation and each element of compensation for the members of our board of directors; • provided design advice on our annual Executive Bonus Plan; and 35 • provided ad hoc advice and support throughout the year. Representatives of Compensia attend all meetings of the compensation and leadership committee and communicate with the compensation and leadership committee outside of meetings. Compensia reports to the compensation and leadership committee rather than to management, although Compensia may meet with members of management, including our Chief Executive Officer, our Vice President, People and Places, and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the compensation and leadership committee. The compensation and leadership committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable Nasdaq listing standards and has concluded that its relationship with Compensia and their respective work on behalf of the compensation and leadership committee has not raised any conflict of interest. Compensation Peer Group Given our unique history and business, market competitors and geographical location, the compensation and leadership committee believes that the competitive market for executive talent includes publicly traded technology companies, including Internet-based product and services companies. Accordingly, it develops a compensation peer group to contain a carefully- selected cross-section of public companies using factors described below, with revenues and market capitalizations that are similar to ours and that may also compete in a similar market for executive talent. In March 2018, the compensation and leadership committee directed Compensia to formulate a group of peer companies to be used as a reference for market positioning and for assessing competitive market practices in connection with making 2018 executive compensation decisions. Compensia reviewed the pool of U.S.-based publicly-traded companies, taking into consideration our industry sector, the size of such companies (based on revenues and market capitalization) relative to our size and growth rate, and the following additional factors: • the comparability of the company’s primary sales channels, including via the Internet; • the company’s consumer products and/or business services focus; • the comparability of the company’s operating history; • the comparability of the company’s organizational complexities and growth attributes; • the stage of the company’s maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and • the comparability of the company’s operational performance (for consistency with our strategy and future performance expectations). Following this review, Compensia recommended to the compensation and leadership committee a peer group of 16 information technology and consumer-oriented companies, which the compensation and leadership committee subsequently approved. The following peers were removed from our then existing compensation peer group: Cirrus Logic, 36 Garmin, IPG Photonics, LendingClub, Logitech, Polycom, Rackspace Hosting, Square, Stratasys, Super Micro Computer, and Synaptics. The following comparable peers were added in March 2018: Acushnet Holdings, Callaway Golf, Crocs, Decker Outdoor, Eastman Kodak, Electronics For Imaging, Gogo, Groupon, iRobot, MoneyGram International, NETGEAR, RH, Stitch Fix, TiVo, Universal Electronics, and Vista Outdoor. The selected companies had revenues ranging from $670 million to $2.8 billion and market capitalizations ranging from $300 million to $2.9 billion, which were comparable peers at the time of selection. The compensation and leadership committee reviewed the compensation data drawn from the compensation peer group to develop a representation of the “competitive market” specifically tailored to GoPro with respect to current executive compensation levels and related policies and practices. The compensation and leadership committee then evaluated how its contemplated compensation actions and decisions compared to the competitive market. The companies comprising the 2018 compensation peer group are as follows: Acushnet Holdings Callaway Golf Crocs Decker Outdoor Eastman Kodak Electronics For Imaging Fitbit Gogo Groupon iRobot MoneyGram International NETGEAR Pandora Media Plantronics RH Shutterfly Stitch Fix TiVo Universal Electronics Vista Outdoor The compensation and leadership committee does not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely using benchmarking as guidance. The compensation and leadership committee, however, does believe that information regarding the compensation practices at our compensation peer group is useful in two respects. First, the compensation and leadership committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. Other Compensation Policies Compensation Recoupment Policy In 2016, we adopted a compensation recoupment policy applicable to cash incentive-based compensation awards paid to our executive officers. In the event of a substantial restatement of financial results filed with the Securities and Exchange Commission, the policy permits the board, if the board determines appropriate under the circumstances, and the executive officer engaged in fraud or intentional illegal conduct that materially contributed to the restatement, to seek recovery of all or any portion of the incentive awards paid or awarded to an executive officer in excess of the awards that would have been paid or awarded based on the restated financial results. In addition, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as applicable to all public companies, we may be legally required to seek reimbursement from our Chief Executive Officer and Chief Financial Officer if, as a result of their misconduct, we restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws. 37 Equity Grant Policy It is our policy to avoid the granting of equity awards close in time to the release of material non-public information, and we have adopted a written equity grant policy to specify the timing of the effectiveness of our equity awards to avoid such timing. This policy provides the following guidelines to be observed by the compensation and leadership committee and our board of directors in administering the grant of equity awards under our equity compensation plans in 2018: • our board of directors has delegated to the compensation and leadership committee the express authority to administer our 2014 Plan, including the authority to grant awards under the 2014 Plan; • our board of directors has delegated to the equity management committee (a committee consisting solely of our Chief Executive Officer) the non-exclusive authority to grant equity awards to employees below the level of executive staff vice president where the awards fall within standard guidelines approved by the compensation and leadership committee and subject to a limitation on the number of shares of our common stock that may be granted in any year; • if the equity management committee approves equity awards on or before the 15th day of the month, the awards will be granted effective as of the 15th day of that month, and if it approves such equity awards after the 15th of the month, the grant date for these awards will be the approval date; • all equity awards granted outside the equity management committee guidelines or to our employees at or above the level of vice president who serve on the Company’s executive staff must be approved by the compensation and leadership committee; and • all equity awards to the non-employee members of our board of directors will be granted automatically in accordance with the terms of our Director Compensation Policy. Under our 2014 Plan, the exercise price of any option to purchase shares of our Class A common stock may not be less than the fair market value (based on the market closing price) of our Class A common stock on the date of grant. Stock Ownership Guidelines In 2016, our board of directors adopted a stock ownership policy to better align the interests of our Chief Executive Officer, our President, and our non-employee directors with the interests of our stockholders. Pursuant to our policy, our Chief Executive Officer and our President are required to achieve ownership of our common stock valued at five times their annual base salary. Our non-employee directors are required to achieve ownership of our common stock valued at five times the amount of the annual retainer payable to directors within five years of joining the Board. The ownership levels of our directors and our Chief Executive Officer as of March 31, 2018, are set forth in the beneficial ownership table section below, and each of our directors and our Chief Executive Officer met the requirements of, and were in compliance with, our stock ownership guidelines as of March 31, 2018. 38 Derivatives Trading and Hedging and Pledging Policies We have adopted a policy prohibiting our employees, including our executive officers, and members of our board of directors from speculating in our equity securities, including the use of short sales or any equivalent transaction involving our equity securities. In addition, they may not engage in any other hedging or monetization transactions or trading on margin and other similar or related arrangements, with respect to the securities that they hold. Finally, no employee, including an executive officer, or member of our board of directors may acquire, sell, or trade in any interest or position relating to the future price of our equity securities. Rule 10b5-1 Sales Plans From time to time, certain of our directors and executive officers have adopted written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in some circumstances. The adoption, amendment, termination and certain other actions with respect to Rule 10b5-1 plans must comply with the terms of our Policy on Securities Trades by GoPro, Inc. Personnel and the GoPro, Inc. Requirements for Trading Plans. Frequency of Say-on-Pay Advisory Vote As previously reported, at our 2015 annual meeting of stockholders, our stockholders selected, on a non-binding advisory basis, three years as the frequency at which we will hold a non-binding advisory vote to approve the compensation to be paid by us to our NEOs. Based on these results, our board of directors has determined that we will conduct future stockholder advisory votes regarding compensation awarded to our NEOs once every three years. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation of NEOs, expected to be held at our 2021 annual meeting of stockholders. Tax and Accounting Considerations Deductibility of Executive Compensation Section 162(m) of the Tax Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to certain executive officers. Recent changes to Section 162(m) in connection with the passage of the Tax Cuts and Jobs Act in December 2017, however, repealed exceptions to the deductibility limit that were previously available for “qualified performance-based compensation,” including stock option grants, effective for taxable years after December 31, 2017. As a result, any compensation paid to certain of our executive officers in excess of $1 million will be non-deductible unless it qualifies for transition relief afforded to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017, and which have not subsequently been materially modified. Because of ongoing uncertainties in the interpretation and implementation of the changes to Section 162(m), however, including the scope of the transition relief, we can offer no assurance of the deductibility of our compensatory arrangements. 39 Accounting for Stock-Based Compensation The compensation and leadership committee utilizes accounting considerations in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, the standard which governs the accounting treatment of stock-based compensation awards. FASB ASC Topic 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our Class A common stock as well as RSUs and PSUs that may be settled for shares of our Class A common stock to our executive officers, based on their fair values. FASB ASC Topic 718 also requires us to recognize the compensation cost of our share-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule). Compensation-Related Risks Our board of directors is responsible for the oversight of our risk profile, including compensation-related risks. The compensation and leadership committee monitors our compensation policies and practices as applied to our employees to ensure that these policies and practices do not encourage excessive and unnecessary risk-taking. In December 2018, our compensation and leadership committee conducted a review of our compensation programs, including our executive compensation program, and, based on this review, determined that the level of risk associated with these programs is not reasonably likely to have a material adverse effect on us. Business Highlights for 2018 2018 business highlights include the following: • In 2018, we released four new cameras including the completely refreshed HERO7 lineup of cloud-connected line of durable, waterproof cameras featuring image stabilization, telemetry, cloud connectivity and voice control. Our flagship HERO7 Black camera features HyperSmooth image stabilization, which makes it easy to capture professional-looking gimbal-like stabilized videos without a gimbal, TimeWarp Video, which applies a high-speed, ‘magic-carpet-ride’ effect to videos, improved audio, and live streaming, which enables users to share content in real time to Facebook, Twitch, YouTube, Vimeo and other platforms. • We deepened the relationship with our global community by including them in the launch of the HERO7 Black. For the launch of HERO7 Black, we introduced the HERO7 Black Million Dollar Challenge, a crowd-sourced the highlight video of HERO7 Black content, showcasing the passions and talents of our community and rewarding 56 creators with an equal share of $1 million. • In July, GoPro exceeded 30 million HERO cameras sold since the debut of the first HD model in November 2009. HERO5 Black became the best-selling GoPro in record time, surpassing four million units three months faster than the incumbent HERO4 Silver. 40 • We invested in consumer research and analytics, growing our understanding of our customers, how they are segmented, and how they will likely respond to new products, pricing and marketing campaigns, resulting in an improved ability to forecast our business. • We restored growth and profitability during the fourth quarter. Other financial and operational highlights included the following: • GoPro reduced GAAP operating expenses to $455 million in 2018, down 17% year-over-year. Non-GAAP operating expenses were also down 17% year-over-year to $395 million. • GoPro announced plans to move most of its US-bound camera production out of China, ramping up production in Guadalajara, Mexico in 2019. • In the United States in 2018, GoPro grew unit share in the Action Camera category by 6% year-over-year and capturing 87% of the category according to The NPD Group. For the fifth straight year, GoPro captured more than 80% of the Action Camera category by unit volume in the United States. • In Europe, GoPro held 73% and 43% of the Action Camera category by dollar and unit volume, respectively, in 2018, according to GfK. • In Korea and Thailand, unit sales grew by 27% and 88% respectively, year-over-year in 2018, marking two years of consecutive sell-through growth, according to GfK. In Thailand, dollar sales grew by 87% year-over-year in 2018. • GoPro gained more than 3 million new social media followers in 2018, growing its total following to 38 million across all platforms, driven primarily by increases on Instagram and YouTube. • We grew our paid subscriber base in the GoPro Plus subscription service by approximately 50% year-over-year in 2018 to 185,381 from 123,292. Executive Compensation Decisions for 2018 2018 was a year of evolution for our flagship HERO camera and a year of growth in our GoPro Plus subscription service. We are proud of the many product achievements described above which reflect our focus to obsessively serve on delivering the products and services that delight our users, and which we believe will drive camera sales and improve control over our financial results. In January 2018, we also implemented a company-wide restructuring of our business resulting in a global reduction in force reducing our employee headcount to below 1,000 employees by the end of 2018 from 1,273 employees as of December 31, 2017. We continue to focus on reducing operating expenses as we strive to bring value to our stockholders and customers. Decisions related to base salaries, bonus payouts and equity awards for 2018 reflect our product and service achievements and challenges we experienced in 2018. 41 2018 Compensation for Chief Executive Officer On January 8, 2018 the Company announced preliminary financial results for the fourth quarter ending December 31, 2017 and reported that on January 4, 2018, Nicholas Woodman, our Chief Executive Officer, volunteered to forego salary and bonus for 2018 and entered into a waiver agreement (the “Waiver Agreement”), pursuant to which the Company and Mr. Woodman agreed that he would receive a nominal salary of $1 and no target 2018 cash bonus opportunity for the year ending December 31, 2018 (the “Cash Compensation Reduction”). The Waiver Agreement also provided that Mr. Woodman’s salary and target cash bonus opportunity would not be increased again without consent of the Company, that Mr. Woodman has no entitlement to or expectation of a reversal of the Cash Compensation Reduction or other gross-up or true-up of or increase in his salary or target bonus, and that Mr. Woodman waives “good reason” under his employment agreement in connection with the Cash Compensation Reduction and the associated adverse effects on the level of Mr. Woodman’s participation in certain of our benefit plans. Any future material reduction in Mr. Woodman’s base salary or target bonus giving rise to “good reason” under Mr. Woodman’s employment agreement will be determined by reference to Mr. Woodman’s then-current base salary and target bonus following the Cash Compensation Reduction and not by reference to his base salary or target bonus in effect prior to the Cash Compensation Reduction. In connection with our 2018 results, the compensation and leadership committee on February 4, 2019, reinstated Mr. Woodman’s base salary of $800,000 and a target bonus opportunity of 100% effective January 1, 2019. Base Salary for Other Named Executive Officers In February 2018, Mr. McGee was promoted from Senior Vice President, Chief Financial Officer, to Executive Vice President, Chief Financial Officer, and his base salary was increased to $460,000 to align with the market for this position and the increased responsibilities of his role. In February 2018, Mr. Barna was promoted from Vice President, Hardware, to Senior Vice President, Chief Technology Officer, and his base salary was increased to $420,000 to align with the market for this position and the increased responsibilities of his role. In March 2018, Ms. Saltman joined the Company as Vice President, Corporate/Business Development, General Counsel, and Secretary, with a base salary of $350,000. The base salaries of our NEOs during 2018 are set forth in the “Summary Compensation Table” below. Annual Cash Bonuses for Other Named Executive Officers In February 2018, the compensation and leadership committee awarded cash bonus opportunities to our executive officers, including our NEOs. The compensation and leadership committee exercised its authority to select net revenue and pre- tax profit (loss) as the performance measures for the 2018 annual cash bonus opportunities for our executive officers, and also established the related threshold and target performance levels for each of these measures. Under the 2018 Executive Bonus Plan, the performance measures involving our financial results could be determined in accordance with GAAP, or such financial results could consist of non-GAAP financial measures, subject to adjustment by the compensation and leadership committee for one-time items or unbudgeted or unexpected items when determining whether the target levels for the performance measures had been met. 42 Individual payouts of between 0% and 130% of funded bonuses (with the aggregate individual payouts not to exceed the overall funding level of the plan itself) would also reflect individual performance, based on a review of each executive officer’s actual performance during the year, as ultimately determined by our compensation and leadership committee. Target Bonus Opportunities For 2018, the target annual cash bonus opportunities for each of our NEOs under the 2018 Bonus Plan, expressed as a percentage of his or her annual base salary, were as follows: Named Executive Officer Nicholas Woodman Brian McGee(1) Eve Saltman(2) Sandor Barna(3) Sharon Zezima(4) CJ Prober(5) Annual Base Salary ($) 1 454,740 266,575 417,041 105,000 60,577 Target Bonus Opportunity (as a percentage of base salary) (%) — 75 50 60 60 75 Target Bonus Opportunity ($) — 341,055 133,288 229,906 63,000 45,433 (1) Mr. McGee’s annual base salary for 2018 is the weighted average of his $400,000 annual base salary from January 1, 2018, to February 1, 2018, and his $460,000 annual base salary from February 2, 2018, to December 31, 2018. Mr. McGee’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity (as a percentage of base salary) for 2018 multiplied by his weighted average base salary over 2018. (2) Ms. Saltman’s annual base salary for 2018 is prorated for her length of service during 2018 following her appointment to the position of Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 2018. (3) Mr. Barna’s annual base salary for 2018 is the weighted average of his $386,250 annual base salary from January 1, 2018, to February 1, 2018, and his $420,000 annual base salary from February 2, 2018, to December 31, 2018. Mr. Barna was on the employee annual bonus plan from January 1, 2018, to February 1, 2018, and then became a participant in the 2018 Executive Bonus Plan from February 2, 2018 to December 31, 2018. Mr. Barna’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity for the period he became eligible to participate in the2018 Executive Bonus Plan from February 2, 2018. In addition, his target under the employee annual bonus plan for January 1, 2018 to February 2, 2018 was $11,852. (4) Ms. Zezima’s annual base salary for 2018 is prorated for her length of service during 2018 (until the termination of her employment in March 2018). Although Ms. Zezima would have ceased to be eligible to receive any bonus upon her departure under the 2018 Executive Bonus Plan, pursuant to her Transition Incentive Agreement with the Company, Ms. Zezima remained eligible to receive her 2018 bonus, based on her target bonus opportunity (expressed as a percentage of base salary) for 2018 and our actual performance in 2018, prorated for her length of service during 2018. (5) Mr. Prober’s annual base salary reflects the actual compensation he received during his 2018 employment, and Mr. Prober’s actual target bonus opportunity (expressed as a percentage of base salary), in each case, prior to the termination of his employment in February 2018. However, Mr. Prober ceased to be eligible to receive any bonus upon the termination of his employment in February 2018. The target annual cash bonus opportunities of our executive officers, including the NEOs, focused on our short-term financial objectives as reflected in our annual operating plan while, at the same time, allowed for recognition of individual contributions toward achievement of those objectives and the successful execution of each executive’s individual roles and responsibilities. Target bonus opportunities differ among NEOs based on market data, position and level. Corporate Performance Objectives For purposes of the 2018 Executive Bonus Plan, the compensation and leadership committee selected net revenue and pre-tax profit/loss as the corporate performance measures with equal weights of 50%, each corresponding to a plan funding level of between 25% and 100%, based on our actual performance between threshold and target levels. The Executive Bonus Plan would have a funding level of 0% for actual performance below the threshold level, with the average of the 43 two component percentages (either a percentage between 25% and 100% or 0%) determining the initial plan funding percentage of between 0% and 100% (before supplemental funding). The target levels for the 2018 corporate performance measures were as follows: Corporate Performance Measure Net Revenue Pre-Tax Profit/Loss 2018 Target Level $1.23 billion $9.4 million Pre-Tax Profit/Loss was determined on a non-GAAP basis which by excluding stock compensation expense, intangible charges, and other one-time charges as appropriate but including bonus expense (including bonus payments under this 2018 Executive Bonus Plan). The compensation and leadership committee believed these performance measures were appropriate for our business in 2018, as they focused on improving our top and bottom line growth. The compensation and leadership committee established target performance levels for each measure at levels that it believed to be challenging, but attainable, through the successful execution of our annual operating plan. The threshold and target levels of achievement for each corporate performance measure and their respective plan funding percentages, with the actual plan funding percentage with respect to each measure to be determined independently, as well as the potential supplemental funding formula, were as follows: Company Performance Target (Bonus Weighting) Threshold Target Supplemental Funding Net Revenue(1) (50%) Pre-Tax Profit/Loss(1) (2) (50%) Attainment $1.10 billion $1.23 billion Plan Funding 25% 100% Attainment ($41.3 million) $9.4 million $0.036 of every dollar above $5,000,000 Net Profit(3) up to 200% Funding Target Plan Funding 25% 100% (1) Net revenue would be calculated by our finance department and verified by our executive management, subject to certification and final approval by our compensation and leadership committee. (2) Pre-tax profit/loss would be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible charges, and other one- time charges as appropriate but includes bonus expense (including bonus payments under this 2018 Executive Bonus Plan). (3) Net profit would be determined on a non-GAAP basis, which excludes stock compensation expenses, intangible changes, and other one-time charges as appropriate but includes non-GAAP taxes and bonus expense (including bonus payments under this 2018 Executive Bonus Plan). In the event actual performance results were between the threshold and target performance levels, the plan funding percentage would be calculated using linear interpolation of the respective threshold and target percentages. After the overall level of funding under the 2018 Executive Bonus Plan was determined (between 0% and 200%, including supplemental funding), our compensation and leadership committee could then adjust individual payouts between 0% and 44 130% of funded levels, provided that the aggregate bonus payouts under the plan could not exceed the overall level of funding of the plan itself. Individual Performance After the end of the year, our Chief Executive Officer evaluated each executive officer’s individual performance, based on his assessment of the executive officer’s individual contributions to our executive team, formulated a recommended total bonus payout under the 2018 Executive Bonus Plan, and then submitted these recommendations to the compensation and leadership committee for review and approval. 2018 Performance Results and Bonus Decisions In February 2019, the compensation and leadership committee determined that, based on actual 2018 performance with respect to each corporate performance measure, weighted and combined payout results were at 47.5% of target bonus opportunities, reflecting the average of 54% achievement of net revenue and 41% achievement of pre-tax profit/loss target. No supplemental funding was achieved. The compensation and leadership committee approved our Chief Executive Officer’s recommendation (without exercise of the compensation and leadership committee’s authority to adjust individual bonus payouts in the committee’s sole discretion) for a bonus payment aligned with our results of 47.5% of target bonus opportunity to each of our NEOs. Ms. Zezima also received 47.5% of her target bonus under the 2018 Executive Bonus Plan, which aligned with our results (and which was documented in her Transition Incentive Agreement executed in 2018). The payouts under the 2018 Executive Bonus Plan were as follows: Named Executive Officer Nicholas Woodman Brian McGee(1) Eve Saltman(2) Sandor Barna(3) Sharon Zezima(4) CJ Prober(5) Target Annual Cash Bonus Opportunity ($) Actual Annual Cash Bonus Payment ($) Percentage of Target Annual Cash Bonus Opportunity — 341,055 133,288 229,907 63,000 45,433 — 162,001 63,312 109,206 29,925 — — 47.5 47.5 47.5 47.5 — (1) Mr. McGee’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity (as a percentage of base salary) for 2018 multiplied by his weighted average base salary over 2018. (2) Ms. Saltman’s annual target bonus opportunity for 2018 reflects her target bonus opportunity (as a percentage of base salary) for 2018 multiplied by her base salary, prorated for her length of service during 2018 following her appointment to the position of Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 2018. (3) Mr. Barna’s annual target bonus opportunity (in dollars) for 2018 reflects his target bonus opportunity (as a percentage of base salary) for 2018 multiplied by his weighted average base salary over 2018. Mr. Barna also received $8,652 under the employee annual bonus plan for the portion of the year during which he was eligible to participate in that bonus plan, prior to his promotion on February 2, 2018. (4) Although Ms. Zezima would have ceased to be eligible to receive any bonus upon the termination of her employment under the 2018 Executive Bonus Plan, pursuant to her Transition Incentive Agreement entered into with the Company, Ms. Zezima remained eligible to receive her 2018 bonus, based on her target bonus opportunity (as a percentage of base salary) for 2018 and the Company’s actual performance in 2018, prorated for Ms. Zezima’s length of service during 2018. Ms. Zezima’s annual target bonus opportunity (in dollars) for 2018 set forth above reflects this length-of-service proration. (5) Mr. Prober’s actual bonus payment and percentage of target annual cash bonus opportunity for 2018 are listed as zero because he ceased to be eligible to receive any bonus upon the termination of his employment in February 2018. 45 The annual cash bonuses paid to our NEOs for 2018 are also set forth in the “Summary Compensation Table” below, under the column “Non-Equity Incentive Plan Compensation.” Long-Term Incentive Compensation Equity Awards for Named Executive Officers In 2018, the compensation and leadership committee directed Compensia to review the various long-term incentive vehicles used by our peers and determined that designing a compensation plan using a mix of 50% stock options, 25% RSUs and 25% PSUs would be the best approach for us to attract and retain key talent in our industry and align our executive officers’ interests with the long-term interests of our stockholders. The compensation and leadership committee granted two PSUs to each eligible executive officer, the first equal to 25% of the total value of the portion of the equity awards granted as PSUs and the second equal to half of the value of the first PSU award. The first PSU to be earned if revenue hurdle achieved; the second PSU to be earned if the “stretch” goal is achieved. The first PSU award would vest only if the committee determined that the "Revenue Hurdle” of $1,211,915,000 in net sales revenue for fiscal year 2018, generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K, was achieved. If the Revenue Hurdle was determined by the committee to not have been achieved, none of the shares under the PSU award would vest and the PSU award will permanently and immediately cancel in full without consideration. The second PSU award was granted to our executives based on a stretch "Revenue Hurdle” of $1,234,478,000 in GAAP net sales revenue for fiscal year 2018, subject to the same conditions as the first PSU award. In April 2018, Ms. Saltman was awarded options to purchase shares of our Class A common stock and RSUs that may be settled in shares of our Class A common stock. These awards were based on the competitive market for a new hire in her position and expected long-term contributions to GoPro. In May 2018, Messrs. McGee and Barna were awarded options to purchase shares of our Class A common stock and RSUs and PSUs that may be settled in shares of our Class A common stock. These awards were based on the competitive market for their respective roles, contributions in 2017 and expected long-term contributions to GoPro. The compensation and leadership committee did not grant Mr. Woodman an equity award in 2018 based on 2017 performance results and the belief that as our founder and majority stockholder, Mr. Woodman’s interests continue to be well aligned with those of our stockholders. The equity awards granted to our NEOs in 2018 are set forth in the “Summary Compensation Table” and the “2018 Grants of Plan-Based Awards Table” below. Severance and Change in Control Arrangements Employment Arrangements We have entered into written employment offer letters to each of our executive officers, including our Chief Executive Officer and our other NEOs. Each of these arrangements was approved on our behalf by our board of directors or the compensation and leadership committee, as applicable. We believe that these arrangements were appropriate to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization. 46 In entering into these arrangements, our board of directors or the compensation and leadership committee, as applicable, was aware that it would be necessary to recruit candidates with the requisite experience and skills to manage a growing business in a dynamic and ever-changing environment. Accordingly, it recognized that it would need to develop competitive compensation packages to attract qualified candidates in a highly-competitive labor market. At the same time, our board of directors or the compensation and leadership committee, as applicable, was sensitive to the need to integrate new executive officers into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations. Each of these employment arrangements provides for “at will” employment and sets forth the initial or ongoing compensation arrangements for the NEO, including an initial or ongoing base salary, a target annual cash bonus opportunity, and, in some instances, a recommendation for an equity award in the form of stock options or RSUs. For a summary of the material terms and conditions of the employment arrangements with each of our NEOs, see “Employment, Severance and Change in Control Agreements” below. Change in Control and Severance Policy In January 2014, we adopted a change in control and severance policy, with benefits tied to a qualifying termination in the event of a change in control applicable to our executive officers and certain other employees, pursuant to which each individual entered into a written agreement governing such situations. We believe that the severance policy serves several objectives. First, it eliminates the need to negotiate separation payments and benefits on a case-by-case basis. Second, it helps assure an executive officer that his or her severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Further, it acts as an incentive for our executive officers to remain employed and focused on their responsibilities during the pendency or negotiation of a change in control transaction, which we believe would help to preserve our value and the potential benefit to be received by our stockholders in the transaction. Finally, the change in control and severance policy is easier for us to administer than individually negotiated severance agreements, as it requires less time and expense in negotiation or execution. To implement this policy, we enter into change in control severance agreements with each of our executive officers, including each of our NEOs. The agreements with our executive officers, including each of our NEOs (other than our Chief Executive Officer) require us to provide certain payments and benefits upon a qualifying termination of employment, which includes a termination of employment without cause or where the NEO resigns with good reason, within three months preceding or 12 months following a change in control of our company. The receipt of these payments and benefits are contingent upon the NEO’s execution, delivery, and non-revocation of a release and waiver of claims satisfactory to us following the separation from service. In addition, for six months following termination of employment, and as a condition to the payments and benefits, the NEO must cooperate with any transition efforts that we request and must not disparage us, or our directors, officers, or employees. We entered into an employment letter with Mr. Woodman in June 2014, the terms of which supersede in their entirety the change in control and severance agreement he executed in January 2014. For descriptions of the change in control severance arrangements with each of our NEOs see “Arrangement with Our Named Executive Officers” below. 47 Executive Severance Policy On February 13, 2019, as part of its annual compensation review process, our compensation and leadership committee approved an executive severance policy, to be immediately effective. Subject to executing a written agreement setting forth to the terms and conditions of the executive severance policy, participants thereunder include certain senior leadership team members other than our Chief Executive Officer, as well as such other employees as our board or the committee may designate. As of February 13, 2019, the committee designated the following NEOs for the fiscal year ended December 31, 2018, as participants in the executive severance policy: Sandor Barna, Brian McGee and Eve Saltman. Under the executive severance policy, if a participant undergoes a qualifying termination (as defined in the policy) and executes an irrevocable general release of claims in favor of GoPro within 60 days following such qualifying termination, we will provide the participant the following severance benefits (in addition to compensation and benefits earned by the participant but not yet paid through the termination date): • Cash Severance. We will pay the participant a cash lump sum equal to 12 months of the participant’s base salary (less applicable deductions and withholding), as in effect immediately prior to the participant’s termination by GoPro or, in the case of voluntary termination by the participant with good reason (as defined in the policy), immediately prior to the occurrence of the event constituting good reason. • COBRA Payments. Subject to the participant timely electing coverage in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), we will continue to pay the employer portions of such insurance premiums for the participant and/or his or her eligible dependents, as applicable, for up to 12 months following the participant’s termination. Such COBRA subsidies will cease, however, if a participant becomes eligible for comparable group medical, dental and/or vision insurance coverage under the plan(s) of a subsequent employer, or if the participant otherwise ceases to receive COBRA coverage under our plan(s), before the end of the aforementioned 12-month period. If the participant is or becomes eligible to receive any other cash severance benefits from us comparable to those described in the “Cash Severance” paragraph above, including in a “double-trigger” arrangement in connection with a change in control or other liquidity event of GoPro (such as under our change in control and severance policy), then the amounts of such comparable cash severance benefits will be such that the participant receives the greater of the payments under the executive severance policy and the comparable payments under the other arrangement. Finally, participants in the executive severance policy are required to agree that, during the six-month period following their cessation of employment, they will cooperate with us in every reasonable respect, use their best efforts to assist us with the transition of their duties to their successors and not in any way or by any means disparage GoPro, the members of our board or our officers and employees. 48 Arrangements with our Named Executive Officers Arrangements with Mr. Woodman Under his employment letter dated June 2, 2014, Mr. Woodman is eligible to receive severance payments and benefits upon a qualifying termination of employment, including a termination of employment in connection with a change in control of our company. If Mr. Woodman’s employment is terminated by us for any reason other than cause or he resigns for good reason prior to a change in control of GoPro, he will be eligible to receive: • a single lump sum payment equal to the sum of 12 months of his then-current base salary and target bonus (assuming a 150% achievement threshold); • an additional payment equal to the pro-rata portion of his actual target bonus for the year of his termination of employment; and • continuation of COBRA benefits for 12 months following his termination of employment (or if applicable law requires otherwise, a lump sum payment equal to that amount). If Mr. Woodman’s employment is terminated by us for any reason other than cause or he resigns for good reason within 24 months following a change in control of GoPro, he will be eligible to receive: • a single lump sum payment equal to the sum of 24 months of his then-current base salary and target bonus (assuming a 150% achievement threshold); • an additional payment equal to the pro-rata portion of his actual target bonus for the year of his termination of employment; • full accelerated vesting of all of the shares of our common stock subject to his then-outstanding and unvested equity awards, if any; and • continuation of benefits under COBRA for 18 months following his termination of employment (or if applicable law requires otherwise, a lump sum payment equal to that amount). These payments and benefits are conditioned on Mr. Woodman’s execution and delivery of an irrevocable release to us within the 60 days following his termination of employment. Further, if we undergo a change in control, any payments that would be “parachute payments” within the meaning of Section 280G of the Code will be reduced so that Mr. Woodman retains, on an after-tax basis, the greatest amount of these payments. In connection with Mr. Woodman’s Cash Compensation Reduction, we entered into the Waiver Agreement with Mr. Woodman, as discussed above under “2018 Compensation for Chief Executive Officer.” 49 Arrangements with Mr. McGee In September 2015, we entered into an employment offer letter with Mr. McGee. Among other things, this letter provided that, subject to the approval of the board of directors, Mr. McGee would be granted an option to purchase 30,000 shares of our Class A common stock, which would vest as to 25% of the shares subject to the option on the first anniversary of his commencement of employment and thereafter in equal monthly installments over an additional 36 months, subject to his continuous service as of each vesting date. The letter also provided that, subject to the approval of the board of directors, Mr. McGee would be granted 15,000 RSUs to vest in four equal annual installments of 25%, each measured from the date of grant, subject to his continuous service as of each vesting date. Under his change in control and severance agreement dated September 28, 2015, in the event that we terminate his employment for any reason other than cause or he voluntarily resigns his employment for good reason within the three- month period preceding or the 12-month period following a change in control of GoPro, Mr. McGee is eligible to receive severance payments and benefits as follows: • 12 months of his then-current base salary; • 100% of his target annual bonus; • $3,000 per month for 12 months in lieu of employee benefits; and • all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Mr. McGee, including awards that would otherwise only vest upon satisfaction of performance criteria, will accelerate and become vested and exercisable in full immediately prior to his separation from service. Further, if we undergo a change in control, any payments that would be “parachute payments” within the meaning of Section 280G of the Code will be reduced so that Mr. McGee retains, on an after-tax basis, the greatest amount of these payments. Arrangements with Mr. Barna In July 2015, we entered into an employment offer letter with Mr. Barna. Among other things, this letter provided that, subject to the approval of the board of directors, Mr. Barna would be granted an option to purchase 15,000 shares of our Class A common stock, which would vest as to 25% of the shares subject to the option on the first anniversary of his commencement of employment and thereafter in equal monthly installments over 36 months thereafter, subject to his continuous employment as of each vesting date. The letter also provided that, subject to the approval of the board of directors, Mr. Barna would be granted 20,000 RSUs to vest in four equal annual installments of 25%, each measured from the date of grant, subject to his continuous service as of each vesting date. Under his change in control and severance agreement dated January 29, 2018, in the event that we terminate his employment for any reason other than cause or he voluntarily resigns his employment for good reason within the three- month period preceding or the 12-month period following a change in control of GoPro, Mr. Barna would be eligible to receive severance payments and benefits as follows: • 12 months of his then-current base salary; 50 • 100% of his target annual bonus; • $3,000 per month for 12 months in lieu of employee benefits; and • all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Mr. Barna, including awards that would otherwise only vest upon satisfaction of performance criteria, would accelerate and become vested and exercisable in full immediately prior to his separation from service. Further, if we undergo a change in control, any payments that would be “parachute payments” within the meaning of Section 280G of the Code would be reduced so that Mr. Barna would retain, on an after-tax basis, the greatest amount of these payments. Arrangements with Ms. Saltman In March 2018, we entered into an employment offer letter with Ms. Saltman. Among other things, this letter provided that, subject to the approval of the board of directors, Ms. Saltman would be granted an option to purchase 196,078 shares of our Class A common stock, which would vest as to 25% of the shares subject to the option on the first anniversary of her commencement of employment and thereafter in equal monthly installments over 36 months thereafter, subject to her continuous employment as of each vesting date. The letter also provided that, subject to the approval of the board of directors, Ms. Saltman would be granted 89,469 RSUs to vest in four equal annual installments of 25%, each measured from the date of grant, subject to her continuous service as of each vesting date. Under her change in control and severance agreement dated March 29, 2018, in the event that we terminate her employment for any reason other than cause or she voluntarily resigns her employment for good reason within the three-month period preceding or the 12-month period following a change in control of GoPro, Ms. Saltman would be eligible to receive severance payments and benefits as follows: • 12 months of her then-current base salary; • 100% of her target annual bonus; • $3,000 per month for 12 months in lieu of employee benefits; and • all of the shares of our common stock subject to each then-outstanding and unvested equity award held by Ms. Saltman, including awards that would otherwise only vest upon satisfaction of performance criteria, would accelerate and become vested and exercisable in full immediately prior to her separation from service. Further, if we undergo a change in control, any payments that would be “parachute payments” within the meaning of Section 280G of the Code would be reduced so that Ms. Saltman would retain, on an after-tax basis, the greatest amount of these payments. 51 Arrangements with Mr. Prober Mr. Prober’s role as Chief Operating Officer ceased on January 5, 2018. He continued to receive his base salary, employee benefits and continued vesting on his equity awards through his termination date of February 16, 2018. In connection with his departure, Mr. Prober received the following payments and benefits under the terms of his Separation Agreement: • 60 days’ pay in lieu of notice, pursuant to the California Worker Adjustment and Retraining Notification Act (“WARN Act”) which amounted to $73,973, less applicable state and federal payroll deductions; • Lump-sum payment of $375,000, less applicable state and federal payroll deductions; • Payout of cash bonus pursuant to the 2017 Bonus Plan at eligible target based on actual attainment of corporate results; • Continuation of benefits under COBRA for 12 months following his termination date, with GoPro continuing to pay the employer portion of applicable insurance premiums which amounted to $18,659; and • Accelerated vesting of all RSUs that otherwise would have vested had Mr. Prober remained employed with us through February 16, 2019. Arrangements with Ms. Zezima Ms. Zezima tendered her resignation as our Senior Vice President, Corporate/Business Development, General Counsel and Secretary on January 2, 2018, under which her termination was effective on the transition date of March 30, 2018. As compensation for serving through March 30, 2018, in addition to continuing to receive her current base salary, bonus payout pursuant to the 2017 Bonus Plan, employee benefits, and continued vesting on her equity awards through her termination date, she received the following under the terms of her Transition Incentive Agreement: • A lump-sum transition bonus payment equal to $140,000, less applicable state and federal payroll deductions; • Continuation of benefits under COBRA for four months following her termination date, with GoPro continuing to pay the employer portion of applicable insurance premiums which amounted to $9,330; • Accelerated vesting of all RSUs that would have vested had Ms. Zezima remained employed with us through September 30, 2018; • Ms. Zezima’s cash bonus payment pursuant to the 2017 Bonus Plan, to be paid on or before March 15, 2018; and • Ms. Zezima’s cash bonus payment pursuant to the 2018 Bonus Plan, prorated for the year ended December 31, 2018, and based on Ms. Zezima’s current target percentage and actual Company performance in 2018, as determined by the compensation and leadership committee in the first quarter of 2019. 52 2018 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our NEOs for 2018, 2017 and 2016. Year 2018 2017 2016 2018 2017 2016 2018 Salary ($) 1 800,000 800,000 454,740 394,808 345,769 265,575 Stock Awards ($)(1) Option Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($) — — — 724,085 472,000 428,400 499,237 — — — 600,225 468,885 417,352 567,901 — — 300,000 162,001 155,456 143,291 63,312 — 147(4) 113,255(5) 176(4) 147(4) 3,508(6) 46,326(8) Total ($) 1 800,147 1,213,255 1,941,227 1,491,296 1,338,320 1,442,351 2018 417,041 460,778 381,961 109,206 37,474(10) 1,406,460 Name and Principal Position Nicholas Woodman, Chief Executive Officer Brian McGee, Chief Financial Officer Eve Saltman,(7) Vice President, Corporate/ Business Development, General Counsel and Secretary Sandor Barna,(9) Senior Vice President, Chief Technology Officer Sharon Zezima, former Senior Vice President, Corporate/Business Development, General Counsel and Secretary 2018 105,000 — — 2017 382,616 330,400 328,219 2016 334,616 309,829 301,872 29,925 120,524 114,797 — 174,227 158,359(11) 293,284 10,947(12) 1,172,706 45,205(13) 1,106,319 473,017(14) 11,977(15) 533,594 2,510,459 CJ Prober, former Chief Operating Officer 2018 2017 60,577 442,481 — — 944,000 937,774 (1) (2) (3) The amounts reported in this column represent the aggregate grant date fair value of the RSUs or PSUs, as applicable, made to the NEO in 2018, 2017 and 2016 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The grant date fair value for RSUs is measured based on the closing price of our Class A common stock on the date of grant. For 2018, PSUs were included in stock awards. The single performance metric assigned to the PSUs was based our 2018 fiscal year revenue and as such the PSUs were determined to be performance awards under FASB ASC Topic 718. The PSUs did not have any variable payout amounts associated with the earning of the PSUs, but rather an “all-or-none” payout provision. The grant date fair value for these PSUs was measured based on the closing price of our Class A common stock on the date of grant and the amount reflected is based on the fair value of the full PSU awards granted, as we expected the PSUs would be fully earned at the time the PSUs were granted. Note that the amounts reported in this column reflect the accounting cost for these RSUs or PSUs, as applicable, and do not correspond to the actual economic value that may be received by the NEO. The amounts reported in this column represent the aggregate grant date fair value of option awards made to the NEO in 2018, 2017 and 2016 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the option awards reported in the Option Awards column are set forth in Note 7 to the audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Note that the amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by the NEO. The amounts reported in this column represent the NEO’s annual cash bonus awards, which for 2018, 2017 and 2016, we awarded under the 2018 Executive Bonus Plan, the 2017 Executive Bonus Plan, and the 2016 Executive Bonus Plan, respectively, based on the compensation and leadership committee’s determination of individual and overall company performance. (4) Represents the value of corporate merchandise. (5) Represents $138 as the value of corporate merchandise and a $113,117 one-time payout of vacation time due to adoption of our employee discretionary time off program. (6) Represents $138 as the value of corporate merchandise and a $3,370 one-time payout of vacation time due to adoption of our employee discretionary time off program. (7) Ms. Saltman was hired as Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 29, 2018. (8) Represents a $25,000 for a sign-on bonus, $9,650 for an additional spot bonus, $11,000 in matching 401(k) account contributions, $500 in charitable contribution matching and $176 in value of corporate merchandise. (9) Mr. Barna was promoted to Senior Vice President, Chief Technology Officer, effective February 2, 2018. (10) Represents $16,646 for an additional spot bonus, $8,652 under the employee annual bonus plan, $11,000 in matching 401(k) account contributions, $1,000 in charitable contribution matching and $176 in value of corporate merchandise. 53 (11) Represents $140,000 in severance pay, per Ms. Zezima’s Transition Incentive Agreement with the Company, $9,029 in matching 401(k) contributions, and $9,330 in COBRA benefits. (12) The amount reported includes $10,800 in matching 401(k) account contributions and $147 in value of corporate merchandise. (13) Represents $138 in value of corporate merchandise, a $33,967 one-time payout of vacation time due to adoption of our employee discretionary time off program, $10,600 matching 401(k) and $500 in charitable contribution matching. (14) Represents $448,973 in severance pay, per Mr. Prober’s separation agreement with the Company, $5,385 in matching 401(k) account contributions, and $18,659 in COBRA benefits. (15) Represents $10,800 in matching 401(k) account contributions, $147 in value of corporate merchandise, $1,000 in charitable contribution matching, and $30 in gym benefits. 54 2018 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in 2018 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the Summary Compensation Table. All options and stock awards represented in the table below were granted pursuant to our 2014 Plan, unless otherwise noted. Name Nicholas Woodman Brian McGee(4) Eve Saltman(9) Sandor Barna(12) Sharon Zezima CJ Prober Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Award Type Grant Date Approval Date Threshold ($)(1) Target ($) Maximum ($)(2) Threshold (#) Target (#) Maximum (#) All Other Stock Awards: Number of Shares or Stock or Units All Other Option Awards: Number of Securities Underlying Options Exercise Base Price of Option Awards ($/Sh) N/A Cash PSU(5) PSU(6) N/A N/A — — — — — 85,264 341,055 682,110 5/15/2018 5/12/2018 5/15/2018 5/12/2018 RSU 5/15/2018 5/12/2018 Option 5/15/2018 5/12/2018 — — — — — — — — — — — — Cash N/A — 33,322 133,288 266,576 RSU 4/16/2018 4/11/2018 Option 4/16/2018 4/11/2018 — — — — — — Cash N/A — 57,477 229,906 459,812 PSU(5) PSU(6) 5/15/2018 5/12/2018 5/15/2018 5/12/2018 RSU 5/15/2018 5/12/2018 Option 5/15/2018 5/12/2018 Cash RSU Option N/A RSU Option N/A N/A N/A N/A N/A N/A — — — — — — — — — — — — — — — — — — 15,750 63,000 126,000 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 50,459 25,229 — — — — — — 32,110 16,055 — — — — — — — — — — — — — — — — — 50,459(7) — — — — — 89,469(10) — — — — — — — — — — — — — — — — 32,110(7) — — — — — — — Grant Date Fair Value of Stock and Option Awards ($)(3) — — 289,635 144,815 289,635 — — — — — — — — — — 201,465(8) 5.74 600,225 — — — — — 499,237 196,078(11) 5.58 567,901 — — — — — — — — — 184,311 92,156 184,311 128,205(8) 5.74 381,961 — — — — — — — — — — — — — — — — — — (1) As set forth under the 2018 Executive Bonus Plan, the threshold amount represents corporate financial performance of (i) achievement of net revenue at $1.1 billion and (ii) achievement of pre-tax profit/loss of $(41) million, which, together, would result in an overall plan funding level of 25% (and individual bonus payouts at 25% of annual target bonus opportunities for 2018, subject to adjustment by the compensation and leadership committee). (2) As set forth under the 2018 Executive Bonus Plan, the maximum amount represents achievement of target net revenue and pre-tax profit/loss amounts set forth in note (1) above, plus supplemental plan funding of $0.036 of every dollar in net profit above $5,000,000, for total plan funding of up to 200% of target plan funding. (3) The amounts reported in this column represent the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the option awards reported in the Option Awards column are set forth in Note 7 to the audited financial statements included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Note that the amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the NEO. (4) Mr. McGee’s estimated future payouts under the 2018 Executive Bonus Plan reflect his weighted-average base salary over 2018. (5) The PSUs will be earned and begin to vest only if the compensation and leadership committee determines that the "Revenue Hurdle” of $1,211,915,000 in net sales revenue for fiscal year 2018, generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10- 55 K, is achieved. There are no variable payout amounts available under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdle has not been achieved, none of the shares under the PSU awards will vest and the PSU awards will be forfeited. If the compensation and leadership committee determines that the Revenue Hurdles has been achieved, 1/3rd of the total PSUs subject to the awards will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. (6) The PSUs will be earned and begin to vest only if the compensation and leadership committee determines that the "Revenue Hurdle” of $1,234,478,000 in net sales revenue for fiscal year 2018, generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K, is achieved. There are no variable payout amounts available under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdles has not been achieved, none of the shares under the PSU awards will vest and the PSU awards will be forfeited. If the compensation and leadership committee determines that the Revenue Hurdle has been achieved, 1/3rd of the total PSUs granted will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. (7) One-fourth of the total RSUs granted vest on February 15, 2019, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. (8) One-fourth of the total options granted vest on February 15, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between the Participant and the Company. (9) Ms. Saltman’s estimated future payouts under the 2018 Executive Bonus Plan are prorated, reflecting her base salary upon appointment to Vice President, Corporate/Business Development, General Counsel and Secretary, effective March 2018. (10) One-fourth of the total RSUs granted will vest on April 15, 2019, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company. (11) One-fourth of the total options granted will vest on March 29, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company. (12) Mr. Barna’s estimated future payouts under the 2018 Executive Bonus Plan reflect his prorated base salary for the portion of 2018 (after his promotion) during which he was eligible to participate in the 2018 Executive Bonus Plan. (13) Pursuant to her Transition Incentive Agreement with the Company, Ms. Zezima’s estimated future payouts under the 2018 Executive Bonus Plan were prorated, reflecting her separation from the Company in March 2018. 56 Outstanding Equity Awards at December 31, 2018 The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each NEO as of December 31, 2018. Option Awards Stock Awards Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Options Unexercisable Option Exercise Price ($)(1) Option Expiration Date Award Type — — — — 24,375(2) 61,483(4) 69,445(6) — — 12,187(14) 19,479(16) 57,078(18) — — — 5,625(2) 25,317(4) 44,191(6) 201,465(8) 196,078(12) 2,813(14) 8,021(16) — 128,205(8) — — 28.54 10.71 9.44 5.74 5.58 28.54 12.30 8.69 5.74 — — 10/14/2025 2/2/2026 2/14/2027 5/14/2028 4/15/2028 10/14/2025 2/25/2026 12/14/2026 5/14/2028 — — N/A RSU RSU RSU RSU RSU RSU RSU RSU RSU N/A N/A Name Nicholas Woodman Brian McGee Eve Saltman Sandor Barna Sharon Zezima(20) CJ Prober(20) Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($) — — 3,750(3) 20,000(5) 25,000(7) 50,459(9) 15,900 84,800 106,000 213,946 89,469(13) 379,349 5,000(15) 6,325(17) 21,200 26,818 40,000(19) 169,600 32,110(9) 136,146 — — — — Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) — — 50,459(10) 25,229(11) 213,946 106,971 — — — — — — 32,110(10) 16,055(11) 136,146 68,073 — — — — — — — — Award Type N/A PSU PSU N/A N/A N/A PSU PSU N/A N/A N/A N/A (1) Represents the fair market value of a share of our Class A common stock. For options granted pre-IPO, market value was determined by our board of directors on the grant date. For options granted after our IPO, market value is the closing price of our Class A common stock on date of grant. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) - Critical Accounting Policies and Estimates - Stock-based compensation” included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 15, 2019 (the “Annual Report”) for a discussion of the valuation of our Class A common stock. (2) One-fourth of the total options granted vested on September 28, 2016, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company. (3) One-fourth of the total RSUs granted vested on October 15, 2016, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company. (4) One-fourth of the total options granted vested on February 3, 2017, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company. (5) One-fourth of the total RSUs granted vested on February 15, 2017, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company. (6) One-sixth of the total options granted vested on August 15, 2017, and an additional 1/36th will vest monthly thereafter until the options are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. McGee and the Company. (7) One-sixth of the total RSUs granted vested on August 15, 2017, and an additional 1/6th will vest semi-annually thereafter until the units are fully vested, subject to Mr. McGee’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. McGee and the Company. (8) One-fourth of the total options granted vested on February 15, 2019, and an additional 1/48th will vest monthly thereafter, until the options are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and service agreement between the Participant and the Company. 57 (9) One-fourth of the total RSUs granted will vested February 15, 2019, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. (10) The PSUs will be earned and begin to vest only if the "Revenue Hurdle” defined as $1,211,915,000 in net sales revenue for fiscal year 2018 generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K is determined by the compensation and leadership committee to be achieved. There are no variable payout amounts under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdles has not been achieved, none of the shares under the PSU award will vest and the PSU award will be forfeited. If the Revenue Hurdle is determined by the compensation and leadership committee to have been achieved, 1/3rd of the total PSUs granted will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. These PSUs were subsequently deemed forfeited by action of the compensation and leadership committee in February 2019. (11) The PSUs will be earned and begin to vest only if the "Revenue Hurdle” defined as $1,234,478,000 in net sales revenue for fiscal year 2018 generated in accordance with GAAP, consistent with the methodology used for reporting on the Form 10-K is determined by the compensation and leadership committee to be achieved. There are no variable payout amounts under the terms of the PSUs; no Threshold or Maximum payouts were provided for in the PSU awards. If the compensation and leadership committee determines that the Revenue Hurdles has not been achieved, none of the shares under the PSU award will vest and the PSU award be forfeited. If the Revenue Hurdle is determined by the compensation and leadership committee to have been achieved, 1/3rd of the total PSUs granted will vest on the later of (i) February 15, 2019, or (ii) the date when the compensation and leadership committee determines the Revenue Hurdle was achieved, and an additional 1/36th will vest monthly thereafter on the 15th of each succeeding calendar month until the PSUs are fully vested, subject to the Participant’s continued service to the Company through each vesting date. Unvested PSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between the Participant and the Company. These PSUs were subsequently deemed forfeited by action of the compensation and leadership committee in February 2019. (12) One-fourth of the total options granted vested on March 29, 2019, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company. (13) One-fourth of the total RSUs granted vested on April 15, 2019, and an additional 1/4th will vest annually thereafter until the units are full vested, subject to Ms. Saltman’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Ms. Saltman and the Company. (14) One-fourth of the total options granted vested on September 22, 2016, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Barna and the Company. (15) One-fourth of the total RSUs granted vested on October 15, 2016, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Barna and the Company. (16) One-fourth of the total options granted vested on February 26, 2017, and an additional 1/48th will vest monthly thereafter until the options are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested options may accelerate and become vested and exercisable subject to the terms of the change in control and severance agreement between Mr. Barna and the Company. (17) One-fourth of the total RSUs granted vested on February 15, 2017, and an additional 1/4th will vest annually thereafter until the units are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Barna and the Company. (18) One-fourth of the total options granted vested on June 15, 2017, and an additional 1/24th vested monthly thereafter until the option was fully vested. (19) One-sixth of the total RSUs granted vested on April 15, 2018, and an additional 1/6th will vest semi-annually thereafter until the units are fully vested, subject to Mr. Barna’s continued service to the Company through each vesting date. Unvested RSUs may accelerate and become vested subject to the terms of the change in control and severance agreement between Mr. Barna and the Company. (20) Neither Ms. Zezima nor Mr. Prober had outstanding equity awards at December 31, 2018 as each had terminated employment prior to such date. 58 Option Exercises and Stock Vested The following table provides information concerning the exercise of options and the vesting of RSUs in 2018 for each NEO as of December 31, 2018. No options were exercised in 2018. Value realized on vesting of RSUs is based on the fair market value of our Class A common stock on the vesting date multiplied by the number of shares vested and does not necessarily reflect proceeds received by the NEO. Name Nicholas Woodman Brian McGee Eve Saltman Sandor Barna Sharon Zezima CJ Prober Option Awards Stock Awards Number of Shares Acquired on Exercise Value Realized on Exercise ($) — — — — — — — — — — — — Number of Shares Acquired on Vesting — 30,417 — 40,663 20,959 77,863 Value Realized on Vesting ($) — 176,894 — 242,176 111,431 431,446 Estimated Payments and Benefits as of December 31, 2018 The following table sets forth the estimated payments and benefits that would be received by each of the NEOs upon a change in control of GoPro, upon a termination of employment without cause or following a resignation for good reason, or in the event of a termination of employment without cause or following a resignation for good reason in connection with a change in control in GoPro. This table reflects amounts payable to each NEO assuming that his or her employment was terminated on December 31, 2018, and the change in control of the Company also occurred on that date. The closing market price per share of our Class A common stock on December 31, 2018, was $4.24. Change in Control Termination of Employment No Change in Control Termination of Employment Change in Control Accelerated Vesting of Equity Awards ($)(1) Excise Tax Payment ($) Total ($) Severance Payment ($) Medical Benefits Continuation ($) Accelerated Vesting of Equity Awards ($)(1) Total ($) Severance Payment ($) Medical Benefits Continuation ($) Accelerated Vesting of Equity Awards ($)(1) Excise Tax Payment ($) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 805,000 36,000 741,563 525,000 36,000 379,349 630,000 36,000 557,983 140,000 9,330 24,736 174,066 375,000 18,659 200,404 594,063 — — — — — — — — — — — — Total ($) — 1,582,563 940,349 1,223,983 — — Named Executive Officer Nicholas Woodman Brian McGee Eve Saltman Sandor Barna Sharon Zezima(2) CJ Prober(3) (1) The value of the accelerated vesting of outstanding and unvested equity awards has been calculated based on the closing market price of our Class A common stock on Nasdaq on December 31, 2018, which was $4.24 per share, less, if applicable, the exercise price of each outstanding and unvested stock option. (2) Ms. Zezima resigned and terminated employment on March 30, 2018. The terms of her Transition Incentive Agreement are outlined above in the Severance and Change in Control Arrangements section. (3) Mr. Prober’s employment terminated in connection with the restructuring on February 16, 2018. The terms of his Separation Agreement are outlined above in the Severance and Change in Control Arrangements section. 59 CEO Pay Ratio The annual total compensation of Mr. Woodman for 2018, as reported in the Summary Compensation Table, was $1.00. The annual total compensation of our median employee for 2018 was $157,790. Based on this information, for 2018, the ratio of the annual total compensation of Mr. Woodman to that of our median employee was approximately 1 to 157,790. By comparison, if Mr. Woodman’s annual total compensation had remained the same in 2018 as it had been in 2017, then Mr. Woodman’s annual total compensation would have been $800,147 in 2018 and the ratio of the annual total compensation of Mr. Woodman to that of our median employee would have been approximately 5.1 to 1. Calculation Methodology We identified the employee with compensation at the median of the compensation of all of our employees (the “median employee”) by considering our employee population as of December 31, 2018 (the “employee population determination date”). We considered all individuals (excluding our Chief Executive Officer) who were employed by us on a worldwide basis (including our consolidated subsidiaries) on the employee population determination date, whether employed on a full-time, part-time, seasonal or temporary basis, including employees on a partial-year leave of absence. The compensation measure used for purposes of identifying the median employee was based on earned salary or wages in 2018. In the case of foreign employees, total direct compensation also included “13th month pay” and any holiday allowance that was statutorily required to be paid as we view such compensation to be akin to earned salary or wages, and all amounts were converted to U.S. dollars using exchange rates in effect on the employee population determination date, without making any cost of living adjustments for employees outside of the United States. We also annualized the cash compensation of any permanent employees that were not employed by us for all of 2018. We believe our methodology represents a consistently applied compensation measure that strikes a balance in terms of administrative burden while consistently treating the primary compensation components for our worldwide employee population. After identifying our median employee, in calculating the annual total compensation of such employee, we used the same methodology we use to calculate the amount reported for our NEOs in the “Total” column of the Summary Compensation Table. 60 REPORT OF THE COMPENSATION AND LEADERSHIP COMMITTEE This report of the compensation and leadership committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act. Our compensation and leadership committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the compensation and leadership committee recommended to our board of directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018. Submitted by the Compensation and Leadership Committee Peter Gotcher, Chair Susan Lyne Frederic Welts Lauren Zalaznick 61 EQUITY COMPENSATION PLAN INFORMATION The following table presents information as of December 31, 2018, with respect to compensation plans under which shares of our Class A common stock or Class B common stock may be issued. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (a) 13,500,784 —(4) 13,500,784 Weighted-Average Exercise Price of Outstanding Options, Warrants and Right ($)(2) (b) 7.2828 — 7.2828 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities) Reflected in Column(a)) (c) 24,673,426 (3) — 24,673,426 Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (1) (2) (3) Includes our 2010 Plan, grants assumed under the Sparrow Acquisition Plan (“SAP Plan”), and our 2014 Plan. Excludes purchase rights accruing under our 2014 Employee Stock Purchase Plan. The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, because RSUs have no exercise price. There are no shares of common stock available for issuance under our 2010 Plan or under the SAP Plan, but those plans will continue to govern the terms of options or awards granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2010 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2014 Plan. In addition, the number of shares reserved for issuance under our 2014 Plan increased automatically by 4,912,278 on January 1, 2019 and will increase automatically on the first day of January of each of 2020 through 2024 by the number of shares equal to 3% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors. There are 6,748,056 shares of Class A common stock available for issuance under the 2014 Employee Stock Purchase Plan. The number of shares reserved for issuance under our 2014 Employee Stock Purchase Plan increased automatically by 1,637,426 on January 1, 2019 and will increase automatically on the first day of January of each year during the term of the 2014 Employee Stock Purchase Plan by the number of shares equal to 1% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors. (4) Excludes outstanding 8,563 RSUs that were assumed as part of an acquisition. In connection with the acquisition, GoPro has only assumed the outstanding RSUs, but not the plan itself, and therefore, no further awards may be granted under the acquired-company plan. 62 RELATED PARTY TRANSACTIONS In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal No. 1 – Election of Directors – Director Compensation,” respectively, since January 1, 2018, we were a party to the following transactions in which: • we have been or are to be a participant; • the amount involved exceeds $120,000; and • any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest. Offer Letters and Change In Control Agreements We have entered into offer letters and change in control severance agreements with our executive officers that, among other things, provide for severance and change in control benefits. See “Executive Compensation – Employment, Severance and Change in Control Agreements” for information about these agreements. Indemnification of Directors and Officers We have entered into indemnification agreements with each of our directors and executive officers. These indemnification agreements and our restated certificate of incorporation and amended and restated bylaws provide for indemnification of each of our directors and executive officers to the fullest extent permitted by Delaware law. Other Transactions The Company incurs costs for Company-related chartered aircraft fees for the use of Mr. Woodman’s private plane. The Company recorded expense of $16.9 thousand, $0.1 million and $0.5 million in 2018, 2017 and 2016, respectively. As of December 31, 2018 and 2017, the Company had zero accounts payable associated with these aircraft fees. In 2018, the Company obtained services from SurveyMonkey whose CEO, Alexander Lurie, is a member of the Company's board of directors. The Company recorded expense of $0.1 million in 2018. As of December 31, 2018, the Company had accounts payable associated with SurveyMonkey of $0.1 million. On January 4, 2018, Mr. Woodman and the Company entered into the Waiver Agreement, pursuant to which the Company and Mr. Woodman agreed that Mr. Woodman would receive a nominal salary of $1 and no target 2018 cash bonus for the year ending December 31, 2018. 63 Review, Approval or Ratification of Transactions with Related Parties Our Corporate Governance Guidelines and our Related Party Transactions policy requires that any transaction with a related party that must be reported under applicable rules of the SEC (other than compensation-related matters), must be reviewed and approved or ratified by our audit committee (other than transactions that are subject to review by our board of directors as a whole or any other committee of our board of directors). In approving or rejecting any such proposal, our audit committee will consider the relevant and available facts and circumstances, including, but not limited to, the extent of the related person’s interest in the transactions, the material facts of the proposed transaction, including the proposed aggregate value of such transaction and whether the proposed transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. 64 REPORT OF THE AUDIT COMMITTEE The information contained in the following report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that we specifically incorporate it by reference. The audit committee of our board of directors is composed of three independent outside directors. The audit committee has reviewed and discussed with our management and PricewaterhouseCoopers LLP our audited financial statements for the year ended December 31, 2018. The audit committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed pursuant to AS No. 1301 “Communications with Audit Committees” as adopted by the Public Company Accounting Oversight Board. The audit committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from GoPro. Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018, for filing with the Securities and Exchange Commission. Submitted by the Audit Committee Kenneth Goldman, Chair Peter Gotcher Lauren Zalaznick 65 Stockholder Proposals to be Presented at Next Annual Meeting ADDITIONAL INFORMATION Our bylaws provide that, for stockholder nominations to the board or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Secretary at GoPro, Inc., 3000 Clearview Way, San Mateo, California 94402, Attn: Secretary. To be timely for the 2020 Annual Stockholder’s Meeting, a stockholder’s notice must be delivered to or mailed and received by our Secretary at our principal executive offices not earlier than 5:00 p.m. (Pacific Time) on February 20, 2020 and not later than 5:00 p.m. (Pacific Time) on March 22, 2020. A stockholder’s notice to the Secretary must set forth each matter the stockholder proposes to bring before the annual meeting and the information required by our bylaws. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2020 Annual Meeting must be received by the Secretary no later than December 26, 2019 in order to be considered for inclusion in our proxy materials for that annual meeting. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on its review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in 2018, except for one report on Form 4 of Brian McGee regarding the grant of RSUs and stock options on May 15, 2018 inadvertently filed late on May 18, 2018 and one report on Form 4 of Sandor Barna regarding the grant of RSUs and stock options on May 15, 2018 inadvertently filed late on May 18, 2018. Available Information GoPro will mail without charge, upon written request, a copy of GoPro’s Annual Report, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to: GoPro, Inc. 3000 Clearview Way San Mateo, California 94402 Attn: Investor Relations “Householding” — Stockholders Sharing the Same Last Name and Address The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well. 66 This year, a number of brokers with account holders who are GoPro stockholders will be “householding” our Annual Report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of Annual Report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge Financial Solutions by calling 1-866-540-7095 or writing to: Broadridge House Holding Department, 51 Mercedes Way, Edgewood, NY 11717. Upon written or oral request, GoPro will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, Annual Report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, Annual Report and other proxy materials, you may write GoPro’s Investor Relations department at 3000 Clearview Way, San Mateo, California 94402, Attn: Investor Relations. Any stockholders who share the same address and currently receive multiple copies of GoPro’s Notice of Internet Availability or Annual Report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or GoPro’s Investor Relations department at the address or telephone number listed above. OTHER MATTERS The board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to the board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies. 67 [This Page Intentionally Left Blank] APPENDIX A Reconciliation of GAAP to Non-GAAP Corporate Performance Measures GAAP gross margin Stock-based compensation Acquisition-related costs Restructuring costs Non-GAAP gross margin (dollars in thousands) GAAP operating expenses Stock-based compensation Acquisition-related costs Bonus expenses Restructuring costs Non-GAAP bonus plan operating expenses 2018 31.5 % 0.2 1.0 0.1 32.8 % 2018 455,396 (38,933) (22) (9,514) (21,364) 385,563 $ $ A- 1 [This Page Intentionally Left Blank] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K  ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR 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: 001-36514 GOPRO, INC. (Exact name of registrant as specified in its charter) Delaware 77-0629474 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3000 Clearview Way San Mateo, California (Address of principal executive offices) 94402 (Zip Code) (650) 332-7600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, par value $0.0001 (Title of each class) The Nasdaq Stock Market LLC (Name of each exchange on which registered) 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  No  Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Act. Yes  No  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  No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  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.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer  Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $724,660,000 based upon the closing price reported for such date on The Nasdaq Global Select Market. As of January 31, 2019, 114,352,049 and 35,897,231 shares of Class A and Class B common stock were outstanding, respectively. 1 Portions of the registrant’s definitive proxy statement for its 2019 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended December 31, 2018, are incorporated by reference in Part II and Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. DOCUMENTS INCORPORATED BY REFERENCE 2 GoPro, Inc. Index PART I Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART II Market for the Company’s Common Shares, Related Shareholders Matters and Issuer Purchases of Equity Securities Selected Consolidated Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV Exhibits, Financial Statement Schedules Form 10-K Summary Signatures Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. Item 16. Page 4 11 36 36 37 39 40 42 43 62 63 98 98 98 100 100 100 100 100 101 102 103 3 PART I Special note regarding forward-looking statements This Annual Report on Form 10-K of GoPro, Inc. (GoPro or we or the Company) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, product and marketing plans, or future results of operations or financial position, made in this Annual Report on Form 10-K are forward- looking. To identify forward-looking statements, we use words such as “expect,” “anticipate,” “believe,” “may,” “will,” “estimate,” “continue,” “intend,” “target,” “goal,” “plan,” “likely,” “potentially,” or variations of such words and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their date. If any of management’s assumptions prove incorrect or should unanticipated circumstances arise, the Company’s actual results could materially differ from those anticipated by such forward- looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified under Item 1A Risk Factors. Forward-looking statements include plans to expand and improve product offerings in Item 1 Business and other sections of this Annual Report on Form 10-K, projections of results of operations, and any discussion of the trends and other factors that drive our business and future results in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations, and other sections of this Annual Report on Form 10-K including but not limited to Item 1A Risk Factors. Readers are strongly encouraged to consider the foregoing when evaluating any forward-looking statements concerning the Company. The Company does not undertake any obligation to update any forward-looking statements in this Annual Report on Form 10-K to reflect future events or developments. Item 1. Business Overview GoPro helps its consumers capture and share their experiences in immersive and exciting ways. Our cameras, and mountable and wearable accessories have generated substantially all of our revenue and are sold globally through retailers, wholesale distributors and on our website. Our product offerings include the following: • HERO7 is our cloud-connected line of durable, waterproof cameras launched in the Fall of 2018, featuring image stabilization, telemetry, cloud connectivity and voice control. Our HERO7 Black camera features HyperSmooth image stabilization, which makes it easy to capture professional-looking gimbal-like stabilized videos without a gimbal, TimeWarp Video, which applies a high-speed, ‘magic-carpet-ride’ effect to videos, live streaming, which enables users to share content in real time to Facebook, Twitch, YouTube, Vimeo and other platforms internationally, and improved audio. Our HERO7 Black camera is powered by GoPro’s custom-designed GP1 processor and is the most powerful and performance featured GoPro camera to date. We also began shipping our HERO7 Silver and HERO7 White cameras in 2018, which feature advanced stabilization, cloud connectivity, voice control and a touch display. We offer many professional-grade features with our current good-better-best camera offering with HERO7 White, HERO7 Silver and HERO7 Black cameras. Our cameras are compatible with our ecosystem of mountable and wearable accessories, and feature automatic uploading capabilities for photos and videos to GoPro Plus, our premium cloud-based storage solution. • Fusion is our 360-degree waterproof spherical camera which can shoot in 5.2K at 30 frames per second and features time lapse modes. Additionally, our latest firmware update enabled Fusion to also shoot in 5.8K at 24 frames per second for film and television production professionals. Using our GoPro App, a mobile user can preview live shots, stitch, trim and share content directly from their mobile device. The GoPro App’s OverCapture feature allows the user to re-frame and save traditional fixed-perspective videos “punched out” or extracted from a 360-degree video source file. • GoPro Plus is our premium cloud-based storage solution that enables subscribers to easily access, edit and share content. GoPro Plus includes unlimited cloud storage supporting source video and photo quality. The subscription service also includes discounts on accessories and in the United States, camera replacement and damage protection. All of our HERO5 and newer cameras can automatically upload new photos and videos to a subscriber’s GoPro Plus account at the highest possible quality. 4 • Quik is our primary mobile editing app that makes it simple to create stunning edits on a smartphone. Our Quik desktop app provides expanded editing options for power users. • GoPro App is a mobile app that allows users to preview and play back photos and videos, control their GoPro cameras and share content on the fly using their smartphones. Included in the GoPro App is GoPro QuikStories, a mobile experience that seamlessly copies a user’s GoPro photos and video clips to his or her smartphone and transforms them into a ready-to-share video. GoPro QuikStories makes it simple to automatically create shareable video edits complete with music, effects and transitions. • Karma Grip is a handheld or body-mountable camera stabilizer that makes it easy to capture zero-shake, smooth video. We also offer a full ecosystem of mountable and wearable accessories. See Products for additional information. We believe our investments in hardware, cloud and mobile solutions have yielded a solid foundational experience for consumers that we will continue to build upon in 2019. Our strategy Helping our consumers capture and share their experiences in immersive and exciting ways is at the core of our business. We are committed to developing solutions that create an easy, seamless experience for consumers to capture, create and share engaging personal content. When consumers use our products and services, they often generate and share content that organically increases awareness for GoPro, driving a virtuous cycle and a self- reinforcing demand for our products. We believe revenue growth will be driven by the introduction of new cameras, accessories, software applications, subscription offerings and value-driven pricing. We believe new camera features drive a replacement cycle among existing users and attract new users, expanding our total addressable market. Key components of our 2019 strategy and beyond include the following: Increase profitability through improved efficiency, lower costs and better execution. We plan to continue to operate at a similar expense level in 2019 from 2018, while investing in awareness, demand generation and our future roadmap. We incurred material operating losses in 2018, 2017 and 2016 and our future success will depend, in part, upon our ability to manage our operating expenses effectively. In 2018, 2017 and 2016, we implemented company-wide restructurings of our business resulting in reductions-in-force, the elimination of several high-cost initiatives (including the closure of our entertainment group and our exit from the aerial market) and the consolidation of certain leased office facilities around the globe, in order to improve efficiencies and focus our resources on our hardware and software integrated storytelling solutions. (See Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations for information regarding restructuring charges in 2018, 2017 and 2016.) The actions taken reduced our 2018 operating expenses by $92.6 million from 2017 and reduced our 2017 operating expenses by $286.9 million from 2016. Attract, engage and retain top talent. In every area of our company, we want to retain employees committed to growing GoPro through great ideas and innovation. We plan to do this by leveraging our strong brand recognition, unique culture, competitive compensation and benefits as well as our strong commitment to our Diversity, Inclusion and Belonging initiative. GoPro’s culture has been central to our ability to attract top talent. We hope to maintain this with events and programs that engage our people such as our Live It initiative that encourages employees to dedicate time each week to use GoPro products to gain an authentic understanding of the GoPro user experience. The hallmark of the GoPro employment brand is a closely-knit community, referred to as the GoPro Family, who work collaboratively in a lively workplace and are supported by competitive compensation and benefits, growth opportunities and engaging programs to boost professional development. Focus on our ecosystem to eliminate friction from the customer experience. We believe eliminating the pain points involved in managing content and producing and sharing immersive experiences delivers on the promise of the GoPro experience for our target customers. Our cloud-connected HERO7, HERO6 and HERO5 cameras, GoPro Plus service, and apps work together to enable an ecosystem that allows users to capture, edit and share those experiences on a mobile device and easily back-up the content in the cloud. We believe the auto-upload and voice control features of these cameras provide game-changing experiences for consumers that we intend to continue to build upon with our next-generation cameras. Our Quik editing app and GoPro App enable users to quickly produce high-quality videos that are fun to create and easy to share across multiple 5 platforms. We are focused on enhancing our software and services offerings, including simplified solutions that automate editing on-the-go, provide flexibility and creativity, and improve and simplify content transfer from GoPro cameras to mobile devices. We remain focused on making the smartphone a key component in the GoPro user experience. Expand the value and awareness of our Plus subscription offerings. Since its launch in 2016, our subscription service, GoPro Plus, has steadily grown to more than 200,000 paying subscribers. GoPro Plus includes unlimited storage of original quality videos and photos, discounts on mounts and accessories, and in the United States, includes camera replacement and damage protection. We plan to continue growing our Plus business in 2019 by providing additional value and differentiated offerings, while refining and increasing our marketing efforts to drive awareness and more deeply engage our large consumer base. Launch products that better serve our target customer segments. We believe that once consumers enter GoPro’s product ecosystem, many become repeat purchasers, upgrading to our newest products with enhanced features or purchasing other products at compelling price points. In an effort to continue inspiring upgraders and attract new consumers into our ecosystem, we plan to design and market innovative, easy-to-use products and services that will appeal directly to our target audience of active people who are passionate about capturing their experiences. Refine marketing to grow our brand and target-customer relevance globally. In 2018, we increased GoPro’s marketing investment to drive a consistent, annual cadence of awareness and better capitalize on the launch of new products and services. With a deeper understanding of our target segments, we plan to continue to broaden the awareness of our solutions and drive an understanding of product innovations to increase new user adoption and inspire upgrades. We believe that international markets continue to represent a significant growth opportunity for GoPro. We will continue to increase our global presence through the active promotion of our brand, the creation and cultivation of regional strategic and marketing partnerships, the expansion of localized products in international markets with region specific marketing, and an investment focus on the biggest opportunities. Optimize analytics and customer understanding to enable better business planning. Our increased commitment to and investment in customer research and analytics was fundamental to our strategy in 2018, allowing us to better manage and improve the predictability of our business, and design better products and services that provide the best value and solutions for our customers. We plan to further leverage analytics and integrate a deeper understanding of our target customers across the business to optimize the next generation of our products and go-to-market strategies. In addition to the key components of our 2019 strategy and beyond, we will seek to leverage our brand strength and product expertise to drive a hardware upgrade cycle for our users, opportunistically enter complementary new device categories and continue to develop spherical-capture/virtual reality products. With our robust ecosystem of mounts and accessories, GoPro products allow our users to live the moment they wish to capture without having to step outside of that moment to capture it. Products Cameras. We offer a good-better-best camera line-up that includes our cloud connected HERO7 White, HERO7 Silver and HERO7 Black cameras. We also offer Fusion, our 360-degree spherical camera. HERO7 White, HERO7 Silver, HERO7 Black and Fusion cameras are durable, waterproof (without a housing), come with select mounting accessories, and have built-in Wi-Fi and Bluetooth providing connectivity with a mobile device to enable remote control, content viewing, editing and sharing functionality. Our HERO7 Black and HERO7 Silver cameras can shoot video in 4K at 60 and 30 frames per second, respectively, and Fusion shoots video in 5.2K at 30 frames per second in 360-degrees. Our latest firmware update also enabled Fusion to shoot in 5.8K at 24 frames per second for film and television production professionals. All of our current cameras feature multi-language voice and contextual control, electronic image stabilization, simplified user experience, and the ability to auto-upload photos and videos to GoPro Plus via Wi-Fi for easy access and editing with our apps. HERO7 Black, HERO7 Silver and Fusion also feature GPS and additional sensors that capture location, elevation, speed and G-force loads. 6 Mounts and accessories. We offer a wide range of mounts and accessories, either bundled with a camera or sold separately, that enhance the functionality and versatility of our products, and enable our consumers to capture their experiences during a variety of activities or moments from different viewpoints. Our equipment- based mounts include helmet, handlebar, roll bar and tripod mounts. Our 3-way mount is a 3-in-1 mount that can be used as a camera grip, extension arm or tripod, and our floating mounts such as the Handler, and Bite Mount + Floaty, allow our cameras to float in water. We also enable consumers to wear mounts on their bodies with the use of our wrist housing, chest harness and head strap. Additionally, we offer colored camera sleeves, spare batteries, dive filters and charging accessories and cables to connect our GoPro cameras to computers, laptops and television monitors. Our accessories expand the features, versatility and convenience of our cameras. Applications. We offer mobile and desktop applications to all consumers at no charge that help our users manage, edit, view and share their content. Our GoPro App allows users to control their GoPro in addition to downloading, playback, and sharing their content on the fly using their smartphones. Additionally, by using our Fusion camera together with our GoPro App’s OverCapture feature, users can re-frame and save traditional fixed- perspective videos “punched out” or extracted from a 360-degree video source file. From the Quik mobile app, users can automatically create and share QuikStories from their smartphone or GoPro content. With QuikStories, content transforms into a seamless video automatically, utilizing machine learning and computer vision to pick and frame the footage. Quik for desktop automatically imports content from a GoPro camera and makes it simple for users to create awe-inspiring videos synced to music with just a few clicks of the mouse. Services. GoPro Plus is a cloud-based subscription service that offers a range of premium benefits to our consumers, including damage protection and camera replacement in the United States, easy auto-upload from a GoPro camera to the cloud for on-the-go access, storage of unlimited photos and videos, editing and sharing using a smartphone and the Quik app, an expanded library of soundtracks, premium support, and exclusive discounts on mounts and accessories. We had more than 185,000 paying subscribers as of December 31, 2018, which has subsequently increased to more than 200,000 paying subscribers as of February 12, 2019. GoPro Care is a fee-based service that offers a range of support options to our customers, including extended warranty and accidental damage coverage. Revenue earned to date from GoPro Plus and GoPro Care was not material to our results. Image stabilization. The Karma Grip, which we offer as a standalone accessory, is a handheld, body-mountable 3-axis camera stabilizer that makes it easy to capture zero-shake, smooth video. Seasonality Historically, we have experienced our highest levels of revenue in the fourth quarter of the year, coinciding with the holiday shopping season, particularly in the United States and Europe. While we have implemented operational changes aimed at reducing the impact of fourth quarter seasonality on full year performance, timely and effective product introductions and forecasting, whether just prior to the holiday season or otherwise, are critical to our operations and financial performance. Segment information and geographic data We operate as one reportable segment. Financial information about geographic areas is presented in Note 12 Concentrations of risk and geographic information, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. Backlog We do not believe that backlog information is material or meaningful as of any particular date or indicative of future sales, as our customers can change or cancel orders with limited or no penalty and limited advance notice prior to shipment. Research and development We are passionate about developing new and innovative products that inspire our consumers and enhance our brand. We are constantly innovating to deliver better performance, expanded functionality and increased 7 convenience to enhance the appeal of our products. We strive to remain a market leader by consistently introducing innovative products, software and services that offer optimal performance at affordable price points. We have a user experience-driven approach to product development and our CEO leads product design. By engaging with customers, consumers and opinion leaders in our core markets around the world, our development team strives to introduce meaningful and empowering new features that expand the versatility and performance of our products. We also benefit from input received from our in-house production team, our sponsored athletes and our brand advocates that regularly travel the world capturing content using our products. We believe leveraging this input will help refine our existing products and influence future products that give us a competitive advantage. Our engineering team supports the development of cameras, related mounts and accessories, firmware and software. Our hardware engineering team is responsible for developing technologies to support the concepts developed by our product team. These core technologies include GoPro’s custom designed GP1 processor, which allows cameras to perform advanced image computation and provides unparalleled image quality and next-level image stabilization, new image silicon processors, image sensors and lenses, as well as the core algorithms that enable the systems to operate and provide optimal performance and features. Our hardware engineering team also integrates these innovations and firmware into our product designs and develops our cameras, mounts and accessories. Our software engineering team develops applications that enhance the functionality of our products and facilitate the management, editing, sharing and viewing of content. These applications are being developed for mobile, desktop and web-based platforms. Our core technologies include rendering engines to enable smooth video playback and editing, algorithms for moment identification, automatic story creation as well as cloud-based media storage, analysis and playback. Manufacturing, logistics and fulfillment Our products are designed and developed in the United States, France, China and Romania, and a significant majority of our manufacturing is outsourced to contract manufacturers located in China, Japan, Malaysia, and Vietnam. In 2019, we plan to move most of our United States bound camera production from China to Mexico, including final pack-out of some of our finished products, a change catalyzed by tariff-related concerns. We expect the relocation will be cost neutral as we own our production equipment and relocating may provide potential efficiencies in our supply chain. We believe that using outsourced manufacturing enables greater scale and flexibility than establishing our own manufacturing facilities. Several key strategic parts are purchased from suppliers by us and then consigned to our manufacturers, while the vast majority of parts are procured directly by our contract manufacturers. Our strategic commodities team manages the pricing and supply of the key components of our cameras, including digital signal processors, sensors and lenses, and we leverage their expertise to achieve competitive pricing on the largest value-add components and leverage our contract manufacturers’ volume purchases for best pricing on common parts. We have third-party facilities in Southern China for final pack-out of our finished products. Finished products are consolidated in Hong Kong and then shipped to fulfillment centers in California, Kentucky, Netherlands, Hong Kong and Singapore that deliver our products to our customers. Cameras are typically air freighted while accessories are shipped via ocean freighter from our consolidation facility in Hong Kong to our fulfillment centers. Our fulfillment strategy allows us to reduce shipping costs, reduce custom levies and improve inventory flexibility. Sales channels and customers We offer our products in over 30,000 retail outlets and in over 100 countries through our direct sales channel and indirectly through our distribution channel. In 2018 and 2017, our direct sales accounted for 48% and 54% of our revenue, respectively, and our distributors accounted for 52% and 46% of our revenue, respectively. Direct sales We sell directly to most of our retailers in the United States, some of our retailers in Europe and to consumers worldwide through our e-commerce channels. 8 Independent specialty retailers. We use a network of location-based independent manufacturer representatives to sell our products to independent specialty retailers in the United States focused on sports and consumer activity capture markets. Our representatives provide highly personalized service to these retailers, including in- store merchandising, taking orders and providing clinics to educate retail sales personnel about GoPro products and services. We also have an internal, regionally focused sales team that provides a secondary level of service to both the independent specialty retailers and manufacturer representatives. Independent specialty retailers generally carry our higher end products, targeting their core customers who we believe tend to be early adopters of new technologies. Independent specialty retailers outside of the United States represent a similarly important sales channel for us, and we reach these customers indirectly through our network of international distributors. Big box retailers. We sell to large retailers with a national presence, including Amazon.com, Inc., Best Buy, Inc., Target Corporation, Wal-Mart, Inc., Dixons Carphone and Fnac. We support these retailers with a dedicated and experienced sales management team that we believe enables us to reduce channel conflict. Mid-market retailers. We also sell to retailers with a large regional or national presence, often focused on specific verticals such as consumer electronics, sporting goods, military, hunting and fishing, and motorsports. In the United States, we sell directly to these mid-market retailers through our experienced sales teams assigned to particular accounts and regions. E-commerce channel. We sell our full line of products to consumers worldwide through our online store at gopro.com, which we market through online and offline advertising. Sales through gopro.com were less than 10% of our total revenue for 2018, 2017 and 2016. Distribution We sell to over 55 distributors who resell our products to retailers in international and domestic markets. We have dedicated sales personnel focused on providing a high level of service to these distributors, including assisting with product mix planning, channel marketing and in-store merchandising, development of marketing materials, order assistance and educating the distributors’ sales personnel about GoPro products. In-store merchandising Our in-store merchandising strategy focuses on our iconic GoPro-branded, video-enabled point of purchase (POP) merchandising displays that are located in nearly all retail outlets where our products are sold. These displays showcase GoPro videos and present our product ecosystem in a customer-friendly manner. Our larger retailers help us represent a broader range of GoPro products due to their in-store deployment of our larger and custom POP displays. We have been successful working with our retailers to further expand the footprint of our POP displays within existing stores. As of December 31, 2018 and 2017, we had approximately 29,000 POP displays in retail outlets worldwide. Marketing and advertising Our marketing and advertising programs are focused on engaging consumers by exposing them to compelling GoPro content and educating them about new hardware features as well as the power of our solutions for software editing (mobile and desktop applications) and content management (GoPro Plus). We believe this approach enhances our brand while demonstrating the performance, durability and versatility of our products. Our marketing and advertising efforts span a wide range of consumer interests and leverage both traditional consumer marketing and lifestyle marketing strategies. Consumer marketing. Social media plays an important role in our consumer marketing strategy. Our consumers capture and share personal GoPro content on social media and content sharing platforms like Facebook, Instagram, Pinterest, Twitter, Vimeo and YouTube. In 2018, we gained 3.3 million new followers to our social accounts for a lifetime total of 38.4 million followers. Of the 3.3 million new followers on our social accounts, 1.9 million were on Instagram, resulting in a lifetime total of 16.7 million on Instagram. To date, we have reached 2.3 billion views on YouTube. Additionally, our latest GoPro HERO7 launch video ranked in the top 10 Google ad leaderboard in September 2018. We also integrate user-generated content and GoPro originally produced content into advertising campaigns across various platforms including print, online, billboards and other out of home advertising, and at consumer and trade facing events. This content also supports our in-store channel marketing 9 efforts, appearing on our POP displays and other in-store marketing materials. We continue to believe GoPro content remains a significant asset that builds awareness for our brand and products. Lifestyle marketing. Our lifestyle marketing programs focus on expanding GoPro brand awareness by engaging consumers through relationships with key influencers, event promotions and other outreach efforts. We cultivate strong relationships with influential athletes, celebrities, entertainers and brands, all of whom use our products to create and share engaging content with their own fans and consumers. Competition The market for cameras is highly competitive and characterized by frequent product introductions and rapid technological advances. We believe the principal competitive factors impacting the market for our products include quality, reliability and user experience, price and performance, design innovation, brand recognition, marketing and distribution capability, service and support, and brand reputation. We compete against established, well-known camera manufacturers such as Canon Inc. and Nikon Corporation, as well as large, diversified electronics companies such as, Samsung Electronics Co. and Sony Corporation and specialty companies such as Garmin Ltd., the Ricoh Company, Ltd. and Shenzhen Arashi Vision Co., Ltd. We believe we compete favorably with these companies’ products. Our durable and versatile product design facilitates increased functionality and wearability and we offer a variety of mounts and other accessories that enable a wide range of consumer use cases that are difficult for other competing products to address. Further, we offer many professional-grade features within our camera and spherical product offerings at attractive consumer price points, including our SuperView mode, which allows a user to capture an immersive wide-angle perspective, super high-resolution video capability, voice control features, image stabilization, and for our 360 experience, OverCapture, which allows a Fusion user to capture content from every angle. We also provide users with a suite of free mobile and desktop applications that enhance the overall GoPro experience. Moreover, we believe we have achieved significant brand recognition in our target vertical markets. We believe our years of experience working with active and influential consumers contributes to our ability to develop attractive products and establishes the authenticity of our brand, thereby differentiating us from current and potential competitors. Smartphones and tablets with photo and video functionality have significantly displaced the market for traditional camera sales, and the makers of those devices also have mobile and other content editing applications and storage for content captured with those devices. Our Quik mobile and desktop editing applications, our GoPro App and our GoPro Plus service may not be as compelling a solution as those offered by other companies, such as Apple, Inc. and Google, although the Quik mobile application supports content from other platforms including content from iOS and Android. Also, it is possible that, in the future, the manufacturers of such devices, such as Apple, Google and Samsung, may continue to design their products for use in a range of conditions, including challenging physical environments and waterproof capabilities, or develop products with features similar to ours. In addition, new companies may emerge and offer competitive products directly in our category. Intellectual property Intellectual property is an important aspect of our business, and our practice is to seek protection for our intellectual property as appropriate. Our trademarks, including “GOPRO,” “HERO,” “SESSION” and the GoPro logos, among others, are a critical component of the value of our business. In addition, we hold many issued and pending utility and design patents for innovations that help our consumers capture, create and share their content using our cameras, drones, mounts, accessories and software. Our patents cover areas that include physical structures, image processing, operational firmware and software, post-processing software, distribution software, mount and accessory structures, as well as the ornamental aspects of our hardware and software products. As of December 31, 2018, we had approximately 510 issued patents and 436 patent applications pending in the United States, and 283 corresponding issued patents and 108 patent applications pending in foreign countries. Our issued United States patents will expire approximately between 2024 and 2036 and our issued foreign patents will expire approximately between 2022 and 2042. We cannot be certain that our patent applications will be issued or that any issued patents will provide us with any competitive advantage or will not be challenged by third parties. We continually review our development efforts to assess our innovations, including their patentability. We take active measures to protect our intellectual property against unauthorized third-party use, including misuse of our patents, copyrights, trademarks and other proprietary rights. 10 In addition to the foregoing protections, we generally control access to and use of our proprietary and other confidential information through the use of internal and external controls, including contractual protections in agreements with employees, contract manufacturers, distributors and others. Despite these protections, we may be unable to prevent third parties from using our intellectual property without our authorization, breaching any nondisclosure agreements with us, or independently developing products that are similar to ours, particularly in those countries where the laws do not protect our proprietary and intellectual property rights as fully as in the United States. Employees As of December 31, 2018, we had 891 employees. None of our employees are currently covered by a collective bargaining agreement, and we have experienced no work stoppages. Corporate and available information We were incorporated as Woodman Labs, Inc. in California and began doing business as GoPro in February 2004. We reincorporated in Delaware in December 2011 and in February 2014 we changed our name to GoPro, Inc. Our principal executive offices are located at 3000 Clearview Way, San Mateo, California 94402, and our telephone number is (855) 636-3578. We completed our initial public offering in July 2014 and our Class A common stock is listed on The Nasdaq Global Select Market under the symbol “GPRO.” Our Class B common stock is not listed nor traded on any stock exchange. We have registered and applied to register a number of trademarks with the United States Patent and Trademark Office and the trademark offices of other countries including “GOPRO,” “HERO,” “SESSION” and the GoPro logos. This Annual Report on Form 10-K also includes references to trademarks and service marks of other entities, and those trademarks and service marks are the property of their respective owners. Our website address is www.gopro.com. Through a link on the Investor Relations section of our website, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC): our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. All such filings are available free of charge. The information posted on our website is not incorporated into this report. The SEC maintains a website that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. Item 1A. Risk Factors You should carefully consider the risks described below and all other information contained in this Annual Report on Form 10-K before making an investment decision. The risk factors below do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. In that event, the trading price of our shares may decline, and you may lose part or all of your investment. Risks related to our business and industry We may not be able to achieve revenue growth or profitability in the future. Our historical results should not be considered as indicative of our future performance. For example, our annual revenue grew rapidly from $985.7 million in 2013 to $1.62 billion in 2015 and then declined to $1.148 billion, $1.180 billion and $1.185 billion in 2018, 2017 and 2016, respectively. In future periods, we could continue to experience declines in revenue, or revenue could grow more slowly than we expect, which could have a material negative effect on our future operating results. In addition, we incurred substantial operating losses of $94.0 million, $163.5 million and $373.0 million for 2018, 2017 and 2016, respectively, as compared to operating income of $54.7 million for 2015. Lower levels of revenue or higher levels of operating expense in future periods may result in additional losses or limited profitability. In the first quarter of 2018, we implemented a company-wide restructuring of our business resulting in a reduction in our global workforce and the elimination of certain open positions, consolidation of certain leased office facilities, as 11 well as the elimination of several high-cost initiatives, including the closure of our aerial products business, in order to focus our resources on our core camera, cloud and software, and services businesses. We previously implemented company-wide restructurings in the first and fourth quarters of 2016, and the first quarter of 2017, in order to focus our resources on our hardware and integrated storytelling solutions, and the consolidation of certain leased office facilities. We may not continue to realize the cost savings expected from these actions. We may continue to incur significant losses in the future for a number of reasons, including other risks described in this Annual Report on Form 10-K for the year ended December 31, 2018, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors. Our future growth depends in part on further penetrating our total addressable market, and we may not be successful in doing so. Our growth historically has largely been fueled by the adoption of our products by people looking to self-capture images of themselves participating in exciting physical activities. We believe that our future growth depends on continuing to reach and expand our core community of users, followers and fans, and then utilizing that energized community as brand ambassadors to an extended community. We believe that in order to expand our market, we must provide both innovative and easy-to-use products, as well as intuitive and simple software tools that enable effortless sharing of content, with the smartphone central to the GoPro experience. While we believe our subscription services will increase our total addressable market, we cannot be certain that these efforts will be successful. We may not be able to expand our market through this strategy on a timely basis, or at all, and we may not be successful in providing tools that our users adopt or believe are easy to use. We plan to further build upon our integrated storytelling solutions, such as our Quik mobile application, HERO7 line of cameras and GoPro Plus subscription solution in future periods, and our investments in this solution, including marketing and advertising expenses, may not successfully drive increased sales of our products and our users may not adopt our new offerings. If we are not successful in broadening our user base to reach more of our core customers with our integrated solutions, our future revenue growth will be negatively affected, and we may not recognize benefits from our investments in the various components of our storytelling solutions, and the marketing, sales and advertising costs to promote our solution. Our growth also depends on expanding our market with capture perspectives, including spherical, which is a resource-intensive initiative in a highly competitive market. While we are investing resources, including in software development, sales and marketing, to reach these expanded and new consumer markets, we cannot be assured that we will be successful in doing so. If we are not successful in penetrating additional markets, we might not be able to grow our revenue and we may not recognize benefits from our investment in new areas. For example, we made significant investments in the aerial market, but decided in the first quarter of 2018 to close our aerial business in light of difficult market and regulatory conditions, and margin challenges. To remain competitive and stimulate consumer demand, we must effectively manage product introductions, product transitions, product pricing and marketing. We believe that we must continually develop and introduce new products, enhance our existing products and effectively stimulate customer demand for new and upgraded products to maintain or increase our revenue. The success of new product introductions depends on a number of factors including, but not limited to, timely and successful research and development, pricing, market and consumer acceptance, effective forecasting and management of product demand, purchase commitments and inventory levels, availability of products in appropriate quantities to meet anticipated demand, ability to obtain timely and adequate delivery of components for our new products from third-party suppliers, management of any changes in major component suppliers, management of manufacturing and supply costs, management of risks associated with new product production ramp-up issues, and the risk that new products may have quality issues or other defects or bugs in the early stages of introduction. With respect to management and supply costs, we may be impacted by heightened demand for specialty memory, components and batteries that are not supported by our manufacturing partners. Such supply shortages may affect our ability to manage appropriate supply levels of our products and pricing pressures may negatively affect our gross margins. In addition, the introduction or announcement of new products or product enhancements may shorten the life cycle of our existing products or reduce demand for our current products, thereby offsetting any benefits of 12 successful product introductions and potentially lead to challenges in managing inventory of existing products. For example, in 2017, the introduction of the HERO6 Black camera at $499, while keeping the price point of the HERO5 Black camera at $399, negatively affected consumer demand for HERO5 Black, and we ultimately reduced the price of HERO5 Black to increase channel sell through rates. The HERO5 Black price adjustment had a cascading effect that resulted in price reductions for HERO5 Session and ultimately HERO6 Black cameras. Reduced product margins resulting from lower price point products may decrease the number of retailers willing to offer and promote our product lineup. Failure to manage and complete product transitions effectively or in a timely manner could harm our brand and lead to, among other things, lower revenue, excess prior generation product inventory, or a deficit of new product inventory and reduced profitability. For example, as a result of reducing the price of our HERO5 Black cameras in December 2017 and HERO6 Black cameras in January 2018, we incurred price protection and marketing development funds charges which resulted in a reduction in our revenue, gross margins and operating profits. Additionally, our brand and product marketing efforts are critical to stimulating consumer demand. We market our products globally through a range of advertising and promotional programs and campaigns, including social media. If we do not successfully market our products or plan the right promotions for the right products at the right time, the lack of success or increased costs of promotional programs could have an adverse effect on our business, financial condition and results of operations. We depend on sales of our cameras, mounts and accessories for substantially all of our revenue, and any decrease in the sales or change in sales mix of these products would harm our business. We expect to derive the substantial majority of our revenue from sales of cameras, mounts and accessories for the foreseeable future. A decline in the price or unit demand for these products, whether due to macroeconomic conditions including variable tariff rates, competition or otherwise, or our inability to increase sales of these products, would harm our business and operating results more seriously than it would if we derived significant revenue from a variety of product lines and services. In particular, a decline in the price or unit demand of our HERO camera line or Fusion camera, or our inability to increase sales of these products, could materially harm our business and operating results. Further, any delays or issues with our new product launches could have a material adverse effect on our business, financial condition and results of operations. While we have developed and released products and services to add to our offerings, we may not be successful in achieving future revenue growth driven by newly released products and services. For example, we promoted GoPro Plus, our subscription service in connection with our HERO7 camera lineup, to allow consumers to auto upload content to the cloud and make edits with our Quik storytelling solution. If all the components of the storytelling solutions do not work together seamlessly or our users do not adopt them, they may not drive camera sales and our operating results could be adversely affected. In addition, we continue to expend resources to develop a solution for editing and sharing software to deliver and experience spherical content. If the software does not function as expected or users do not adopt our solution, sales of our spherical camera may be negatively affected. We cannot be assured that our investments in the development of software-related products and services will result in either increased revenue or profit. Changes in product mix may harm our financial results. If there is a shift in consumer demand from our higher-priced to lower-priced cameras without a corresponding increase in units sold, our revenues and gross profit could decrease and losses could increase. As a result, our future growth and financial performance may continue to depend heavily on our ability to develop and sell enhanced versions of our cameras, mounts and accessories. If we fail to deliver product enhancements, new releases or new products and services that appeal to consumers, our future financial condition, operating results and cash flows will be materially affected. Product introductions may not always be successful and could be costly to develop and exit if ultimately unsuccessful. For example, we invested significant resources in development, marketing and support for the launch of our Karma drone, which we subsequently determined faced margin challenges and other obstacles, and we exited the aerial business in 2018. 13 We rely on third-party suppliers, some of which are sole-source suppliers, to provide components for our products which may lead to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain and may increase our costs. Our ability to meet customer demand depends, in part, on our ability to obtain timely and adequate delivery of components for our products. All of the components that go into the manufacturing of our cameras and accessories are sourced from third-party suppliers. Some of the key components used to manufacture our products come from a limited or single source of supply, or by a supplier that could potentially become a competitor. Our contract manufacturers generally purchase these components on our behalf from approved suppliers. We are subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. We have in the past experienced and may in the future experience component shortages, and the availability of these components may be unpredictable. If we lose access to components from a particular supplier or experience a significant disruption in the supply of products and components from a current supplier, we may be unable to locate alternative suppliers of comparable quality at an acceptable price, or at all, and our business could be materially and adversely affected. In addition, if we experience a significant increase in demand for our products, our suppliers might not have the capacity or elect not to meet our needs as they allocate components to other customers. Developing suitable alternate sources of supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our development requirements or to fill our orders in a timely or cost-effective manner. Identifying a suitable supplier is an involved process that requires us to become satisfied with the supplier’s quality control, responsiveness and service, financial stability, labor and other ethical practices, and if we seek to source materials from new suppliers, there can be no assurance that we could do so in a manner that does not disrupt the manufacture and sale of our products. Our reliance on single source, or a small number of suppliers involves a number of additional risks, including risks related to supplier capacity constraints, price increases, timely delivery, component quality, failure of a key supplier to remain in business and adjust to market conditions, delays in, or the inability to execute on, a supplier roadmap for components and technologies; and natural disasters, fire, acts of terrorism or other catastrophic events. In particular, for our camera designs, we incorporate image processors, sensors, lens, batteries and memory solutions that critically impact the performance of our products. These components have unique performance profiles, and, as a result, it is not commercially practical to support multiple sources for these components for our products. For example, we incorporate the GP1 image signal processor from Socionext, Inc. in our HERO7 Black and HERO6 Black cameras. We do not currently have alternative suppliers for several key components. In addition, our products also require passive components such as resistors and multi-layer ceramic capacitors which are experiencing supply shortages and lengthening lead-times within the consumer electronics industry and may impact our supply chain. In the event that any of our key suppliers are unable to supply the components that we need to produce our products to meet anticipated customer demand, our business would be materially and adversely affected. If we are unable to anticipate consumer preferences and successfully develop desirable products and solutions, we may not be able to maintain or increase our revenue and achieve profitability. Our success depends on our ability to identify and originate product trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty and lead times for our products may make it more difficult for us to respond rapidly to new or changing product or consumer preferences. Additionally, our products are discretionary items for consumers subject to changing preferences. The overall market for consumer electronics is highly competitive and consumers may choose to spend their dollars on products or devices offered by our competitors or other consumer electronics companies instead of on GoPro products, which may adversely affect our sales. If we are unable to introduce appealing new products or novel technologies in a timely manner, or our 14 new products or technologies are not accepted or adopted by consumers, our competitors may increase their market share, which could hurt our competitive position. Our research and development efforts are complex and require us to incur substantial expenses to support the development of our next generation cameras, editing applications and other new products and services. Our research and development expense was $167.3 million, $229.3 million and $358.9 million for 2018, 2017 and 2016, respectively. We expect that our research and development expenses will continue to be substantial in 2019, and increase compared to 2018 as we develop innovative technologies. Our more limited research and development investment priorities in 2019 may require us to forego investment in certain products or features which might have been successful had we invested in them, and we may not choose the right features, products, or services to update or enhance. Unanticipated problems in developing products could also divert substantial resources, which may impair our ability to develop new products and enhancements of existing products, and could further increase our costs. We may not be able to achieve an acceptable return, if any, on our research and development efforts, and our business may be adversely affected. As we continually seek to enhance our products, we will incur additional costs to incorporate new or revised features. We might not be able to, or determine that it is not in our interests to, raise prices to compensate for any additional costs. We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can. New entrants also enter our category from time-to- time. These market factors could result in a loss of our market share and a decrease in our revenue and profitability. The market for cameras is highly competitive. Further, competition has intensified as new market entrants and existing competitors have introduced new products and more competitive offerings into our markets. Increased competition and changing consumer preferences may result in pricing pressures, reduced profit margins and may impede our ability to continue to increase the sales of our products or cause us to lose market share, any of which could substantially harm our business and results of operations. We compete against established, well-known camera manufacturers such as Canon Inc. and Nikon Corporation, as well as large, diversified electronics companies such as Samsung Electronics Co. and Sony Corporation, and specialty companies such as Garmin Ltd., the Ricoh Company, Ltd. and Shenzhen Arashi Vision Co., Ltd. Many of our competitors have substantial market share, diversified product lines, well-established supply and distribution systems, strong worldwide brand recognition and greater financial, marketing, research and development and other resources than we do. Additionally, many of our existing and potential competitors enjoy substantial competitive advantages, such as longer operating histories; the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; broader distribution and established relationships with channel partners or vertically integrated business units; access to larger established customer bases; greater resources to make acquisitions; larger intellectual property portfolios; and the ability to bundle competitive offerings with other products and services. Further, new companies may emerge and offer competitive products directly in our category. We are aware that certain companies have developed cameras designed and packaged to appear similar to our products, which may confuse consumers or distract consumers from purchasing GoPro products. Moreover, smartphones and tablets with photo and video functionality have significantly displaced the market for traditional cameras, and the makers of those devices also have mobile and other content editing applications and storage for content captured with those devices. Our GoPro and Quik mobile and desktop editing applications and our GoPro Plus service may not be as compelling of a solution as those offered by other companies, such as Apple and Google, although the Quik mobile application supports content from other platforms including content from iOS and Android. Manufacturers of smartphones and tablets, such as Apple, Google and Samsung may continue to design their products for use in a range of conditions, including challenging physical environments and waterproof capabilities, or develop products with features similar to ours. We depend on key personnel to operate and grow our business. If we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed. We believe that our future success is highly dependent on the contributions of our CEO and our executive officers, as well as our ability to attract and retain highly skilled and experienced research and development, sales 15 and marketing and other personnel in the United States and abroad. All of our employees, including our executive officers, are free to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to replace. Since March 2016, we have implemented four global reductions-in-force and other restructuring actions to reduce our operating expenses. These changes, and any future changes, in our operations and management team could be disruptive to our operations. Our restructuring actions and any future restructuring actions could have an adverse effect on our business as a result of decreases in employee morale and the failure to meet operational targets due to the loss of employees. If key employees leave, we may not be able to fully integrate new personnel or replicate the prior working relationships, and our operations could suffer. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. While we utilize competitive salary, bonus and long-term incentive packages to recruit new employees, many of the companies with which we compete for experienced personnel also have greater resources than we do. Competition for qualified personnel is particularly intense in the San Francisco Bay Area, where our headquarters are located. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Fluctuations in the price of our Class A common stock may make it more difficult or costly to use equity compensation to motivate, incentivize and retain our employees. For example, during 2018, our closing stock price ranged from a high of $7.57 in the first quarter to a low of $4.04 in the fourth quarter. If we are unable to attract and retain highly skilled personnel, we may not be able to achieve our strategic objectives, and our business, financial condition and operating results could be adversely affected. If our sales fall below our forecasts, especially during the holiday season, our overall financial condition and results of operations could be adversely affected. Seasonal consumer shopping patterns significantly affect our business. We have traditionally experienced greater revenue in the fourth quarter of each year due to demand related to the holiday season, and in some years, including 2018, demand associated with the launch of new products heading into the holiday season. Fourth quarter revenue comprised 33%, 28% and 46% of our 2018, 2017 and 2016 revenue, respectively. Given the strong seasonal nature of our sales, appropriate forecasting is critical to our operations. We anticipate that this seasonal impact is likely to continue and any shortfalls in expected fourth quarter revenue, due to macroeconomic conditions, product release patterns, a decline in the effectiveness of our promotional activities, product mix, charges incurred against new products to support promotional activities, pricing pressures, supply chain disruptions, or for any other reason, could cause our annual results of operations to suffer significantly. In addition, we typically experience lower revenue in the first half of the year. For example, revenue of $485.0 million for the first half of 2018 decreased $179.6 million, or 27%, sequentially from $664.6 million in the last half of 2017. First half revenue comprised 42%, 44% and 34% of our annual 2018, 2017 and 2016 revenue, respectively. In contrast, a substantial portion of our expenses are personnel-related and include salaries, stock-based compensation, benefits and incentive-based compensation plan expenses, which are not seasonal in nature. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate a negative impact on operating margins in the short term. Changes to trade policies, tariffs and import/export regulations may have an adverse effect on our business and results of operations. The United States and other countries in which our products are produced or sold internationally have imposed and may impose additional quotas, duties, tariffs, or other restrictions or regulations, or may adversely adjust prevailing quota, duty or tariff levels. Countries impose, modify and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs and other trade restrictions. Trade restrictions, including tariffs, quotas, embargoes, safeguards, and customs restrictions, could increase the cost or reduce the supply of products available to us or may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition and results of operations. We are dependent on international trade agreements and regulations. If the United States were to withdraw from 16 or materially modify certain international trade agreements, our business and operating results could be materially and adversely affected. We do not have internal manufacturing capabilities and rely on several contract manufacturers, located primarily in China to manufacture our products. Our contract manufacturer locations expose us to risks associated with doing business globally, including risks related to changes in tariffs. Additionally, the current United States administration continues to signal that it may continue to alter trade agreements and terms between China and the United States, including limiting trade with China, imposing additional tariffs on imports from China and potentially imposing other restrictions on exports from China to the United States. The Office of the United States Trade Representative (USTR) recently identified certain Chinese imported goods for additional tariffs to address China’s trade policies and practices. GoPro cameras have not been impacted by any of the recently announced Section 301 tariffs by the USTR. Any announcement by the USTR to impose tariffs on GoPro cameras could have a material adverse effect on our United States bound production, business and results of our United States operations. If these duties are imposed on our cameras, we may be required to raise our prices, which may result in the loss of customers and harm our business and results of operations. Currently we are shifting most of our United States bound camera production outside of China in the first half of 2019 to Mexico, which may result in potentially significant material costs and potential disruption to our operations as it may cause us to pursue the time-consuming processes of recreating a new supply chain, identifying substitute components and establishing new manufacturing locations. Shifting United States bound camera production to Mexico may not be successful due to timing of implementing these changes, and we may not be successful in reducing our costs, or off-setting the impact of tariffs due to other potential tariffs. Additionally, we may not succeed at lowering potential tariff rates on United States bound production manufactured in Mexico due to the ongoing negotiations and congressional confirmation of the United States Mexico Canada Agreement. Sales of our products in China are material to our business and a significant market for our revenue, and are at risk in the event China imposes retaliatory tariffs impacting in-bound sales of our cameras. We face substantial risks related to inventory, purchase commitments and long-lived assets, and we could incur material charges related to these items that adversely affect our operating results. To ensure adequate inventory supply and meet the demands of our retailers and distributors, we must forecast inventory needs and place orders with our contract manufacturers and component suppliers based on our estimates of future demand for particular products as well as accurately track the level of product inventory in the channel to ensure we are not in an over or under supply situation. To the extent we discontinue the manufacturing and sales of any products or services, we must manage the inventory liquidation, supplier commitments and customer expectations. For example, in 2018, we exited the aerial products business, but still had inventory of our Karma drone, which we sold throughout 2018. Also, in the fourth quarter of 2015, the first quarter of 2016, and the fourth quarter of 2017, we recorded product charges of $57 million, $8 million, and $5 million, respectively, for excess purchase order commitments, excess inventory, and obsolete tooling, relating to the end-of-life of our former entry-level HERO product that was introduced in 2014, slower than anticipated overall demand, and for excess inventory relating to the end-of-life of our REMO accessory. No assurance can be given that we will not incur additional charges in future periods related to our inventory management or that we will not underestimate or overestimate forecast sales in a future period. Our ability to accurately forecast demand for our products is affected by many factors, including product introductions by us and our competitors, channel inventory levels, unanticipated changes in general market demand, macroeconomic conditions or consumer confidence. If we do not accurately forecast customer demand for our products, we may in future periods be unable to meet consumer, retailer or distributor demand for our products, or may be required to incur higher costs to secure the necessary production capacity and components, and our business and operating results could be adversely affected. If we fail to manage our operating expenses effectively, our financial performance may continue to suffer. Our success will depend in part upon our ability to manage our operating expenses, including but not limited to our cash management, effectively. We incurred significant operating losses in 2018 and 2017 and, as of December 31, 2018, we had an accumulated deficit of $569.0 million. Beginning in March 2016 through the first quarter of 2018, we implemented global reductions-in-force and other restructuring actions to reduce our operating expenses. Although we plan to seek to operate efficiently and to manage our costs effectively, we may 17 not realize the cost savings expected from these actions. Aggregate charges for employee terminations and the timing to recognize these charges and other costs associated with the restructuring, including the estimates of related cash expenditures made in connection with the restructuring, may exceed estimated and disclosed amounts and may not lead to improvements in results of operations at expected levels. We will need to continue to improve our operational, financial and management controls, reporting processes and procedures, and financial and business information systems. We are also investing in areas we believe will grow revenue and our operating expenses might increase as a result of these investments. If we are unable to operate efficiently and manage our costs, we may continue to incur significant losses in the future and may not be able to maintain or achieve profitability. In the future, in response to unfavorable market conditions or consumer demand, we may again need to strategically realign our resources, adjust our product line and/or enact price reductions in order to stimulate demand, and implement additional restructurings and workforce reductions. For example, in the fourth quarter of 2017 and first quarter of 2018, we reduced the pricing on our entire camera product line to increase consumer demand, closed our aerial products business due to unfavorable market conditions, and implemented a workforce reduction. Any such actions may result in the recording of charges including inventory-related write-offs, or other restructuring costs. Additionally, our estimates with respect to the useful life or ultimate recoverability of our assets, including purchased intangible assets and tooling, could also change and result in impairment charges. We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs. In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional financing on favorable terms, or at all. For example, our current credit facility contains restrictive covenants relating to our capital raising activities and other financial and operational matters, and any debt financing obtained by us in the future could involve further restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Further, even if we are able to obtain additional financing, we may be required to use such proceeds to repay a portion of our debt. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, our existing stockholders could suffer significant dilution. If we are unable to obtain adequate financing under our credit facility, or alternative sources, when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Data protection breaches and cyberattacks could disrupt our products, services, internal operations, or information technology systems, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation, and cause our stock price to decline significantly. Our products and services may contain unknown security vulnerabilities. For example, the firmware and software that are installed on our products may be susceptible to hacking or misuse. In addition, we offer a comprehensive online cloud management service, GoPro Plus, which can be paired with our cameras. If malicious actors compromise the GoPro Plus service, or if customer confidential information stored in the Plus service is accessed without authorization, our business will be harmed. In operating GoPro Plus, we rely on third-party providers for a number of critical aspects for GoPro Plus services, including web hosting services, billing and payment processing and consequently, we do not maintain direct control over the security or stability of the associated systems. If we or our third-party providers are unable to successfully prevent breaches of security relating to our products, services, or user private information, including user videos and user personal identification information, or if these third-party systems fail for other reasons, we may need to spend increasing amounts of time and effort in this area. As a result, we could incur substantial expenses, our brand and reputation could suffer and our business, results of operations and financial condition could be materially adversely affected. 18 Interruptions with the cloud-based systems that we use in our operations, provided by an affiliate of Amazon.com, Inc. (Amazon), may materially adversely affect our business, results of operations and financial condition. We host GoPro Plus using Amazon Web Services (AWS) data centers, a provider of cloud infrastructure services, and may in the future use other third-party cloud-based systems in our operations. Accordingly, our operations depend on protecting the virtual cloud infrastructure hosted in AWS by maintaining its configuration, architecture, features, and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service providers transmit. Any incident affecting their infrastructure that may be caused by human error, fire, flood, severe storm, earthquake, or other natural disasters, cyberattacks, terrorist or other attacks, and other similar events beyond our control could negatively affect the GoPro Plus service. A prolonged AWS service disruption affecting our GoPro Plus service for any of the foregoing reasons would negatively impact our ability to serve our consumers and could damage our reputation with current and potential consumers, expose us to liability, cause us to lose consumers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use. Further, if we were to make updates to GoPro Plus that were not compatible with the configuration, architecture, features, and interconnection specifications of the third-party platform, our service could be disrupted. In the event that our AWS service agreements are terminated, or there is a lapse of service, elimination of AWS services or features that we use, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to GoPro Plus as well as significant delays and additional expense in arranging or creating new facilities and services and/or re-architecting our solutions for deployment on a different cloud infrastructure service provider, which could materially adversely affect our business, results of operations and financial condition. The reputation of our services may be damaged, and we may fact significant direct or indirect costs, decreased revenue and operating margins if our services contain significant defects or fail to perform as intended. GoPro Plus and GoPro applications platform are complex and may not always perform as intended due to outages of our systems or defects affecting our services. System outages could be disruptive to our business and damage the reputation of our services and result in potential loss of revenue. Significant defects affecting our services may be found following the introduction of new software or enhancements to existing software or in software implementations in varied information technology environments. Internal quality assurance testing and end-user testing may reveal service performance issues or desirable feature enhancements that could lead us to reallocate service development resources or postpone the release of new versions of our software. The reallocation of resources or any postponement could cause delays in the development and release of future enhancements to our currently available software, damage the reputation of our services in the marketplace and result in potential loss of revenue. Although we attempt to resolve all errors that we believe would be considered serious by our partners and customers, the software powering our services is not error-free. Undetected errors or performance problems may be discovered in the future, and known errors that we consider minor may be considered serious by our channel partners and consumers. System disruptions and defects in our services could result in lost revenue, delays in customer deployment, or legal claims and could be detrimental to our reputation. An economic downturn or economic uncertainty in our key United States and international markets, as well as fluctuations in currency exchange rates may adversely affect consumer discretionary spending and demand for our products. Factors affecting the level of consumer spending include general market conditions, macroeconomic conditions, tax rates, fluctuations in foreign exchange rates and interest rates, and other factors such as consumer confidence, the availability and cost of consumer credit, and levels of unemployment. The substantial majority of our sales occur in U.S. dollars and an increase in the value of the dollar against the Euro and other currencies could increase the real cost to consumers of our products in those markets outside the United States. For example, in countries where we sell in local currency, we are subject to exchange rate fluctuations that create inherent risks for us and may cause us to adjust pricing which may make our products more or less favorable to the consumer. If global economic conditions are volatile or if economic conditions deteriorate, consumers may 19 delay or reduce purchases of our products resulting in consumer demand for our products that may not reach our sales targets. Strengthening of the U.S. dollar and/or weakness in the economies of Euro zone countries could adversely impact sales of our products in the European region, which would have a material negative impact on our future operating results. Our sensitivity to economic cycles and any related fluctuation in consumer demand could adversely affect our business, financial condition and operating results. Our international business operations account for a significant portion of our revenue and operating expenses and are subject to challenges and risks. Revenue from outside the United States comprised 63%, 55% and 53% of our revenue in 2018, 2017 and 2016, respectively, and we expect international revenue to continue to be significant in the future. Further, we currently have foreign operations in Australia, China, France, Germany, Hong Kong, Netherlands, Philippines, Romania, United Kingdom and a number of other countries in Europe and Asia. Operating in foreign countries requires significant resources and considerable management attention, and we may enter new geographic markets where we have limited or no experience in marketing, selling, and deploying our products. International expansion has required and will continue to require us to invest significant funds and other resources and we cannot be assured our efforts will be successful. International sales and operations may be subject to risks such as: • difficulties in staffing and managing foreign operations; • burdens of complying with a wide variety of laws and regulations, including environmental, packaging and labeling; • adverse tax effects and foreign exchange controls making it difficult to repatriate earnings and cash; • changes to the taxation of undistributed foreign earnings; • the effect of foreign currency exchange rates and interest rates; • political and economic instability; • terrorist activities and natural disasters; • trade restrictions; • differing employment practices and laws and labor disruptions; • the imposition of government controls; • lesser degrees of intellectual property protection; • tariffs and customs duties and the classifications of our goods by applicable governmental bodies; • a legal system subject to undue influence or corruption; and • a business culture in which illegal sales practices may be prevalent. The occurrence of any of these risks could negatively affect our international business and consequently our business, operating results and financial condition. Security breaches and other disruptions including cyberattacks could expose us to liability, damage our brand and reputation, compromise our ability to conduct business, require use to incur significant costs or otherwise adversely affect our financial results. In the ordinary course of our business, we electronically maintain sensitive data, including intellectual property, our proprietary business information and that of our customers and suppliers, and some personally identifiable information of our customers and employees, in our facilities and on our networks. Through GoPro Plus, users may store video and image files, including any telemetry or metadata that the user has chosen to associate with those files in the cloud. In our e-commerce services, we process, store and transmit consumer data. We also collect user data through certain marketing activities. For all of the foregoing internal and customer or consumer facing data and content collection, we collect and store that information in our or our third-party providers’ electronic systems. These systems may be targets of attacks, such as viruses, malware or phishing attempts by cyber criminals or other wrongdoers seeking to steal our users’ content or data, or our customer’s information for financial gain or to harm our business operations or reputation. Any security breach, unauthorized access or usage, virus or similar breach or disruption of our systems or software could result in the loss of confidential information, costly investigations, remediation efforts and costly notification to affected consumers. If such content were accessed by unauthorized third parties or deleted inadvertently by us or third parties, our brand and reputation could be adversely affected. Cyberattacks could also adversely affect our operating results, consume internal resources, and result in litigation or potential liability for 20 us and otherwise harm our business. Further, we are subject to general consumer regulations and laws, as well as regulations and laws specifically related to security and privacy of consumer data or content. In the event of an incident affecting the security of consumer data or content, regulators may open an investigation or pursue fines or penalties for non-compliance with these laws, or private plaintiffs may sue us, resulting in additional costs and reputational harm to our business. Any significant cybersecurity incidents or disruption of our information systems, and our reliance on Software-as-a-Service (SaaS) technologies from third parties, could adversely affect our business operations and financial results. We are increasingly dependent on information systems to process transactions, manage our supply chain and inventory, ship goods on a timely basis, maintain cost-efficient operations, complete timely and accurate financial reporting, operate our e-commerce website and respond to customer inquiries. Our information systems and those of third parties we use in our operations are vulnerable to cybersecurity risk, including cyberattacks such as distributed denial of service (DDoS) attacks, computer viruses, physical or electronic break-ins that damage operating systems, and similar disruptions. For instance, in December 2017, researchers identified significant CPU architecture vulnerabilities commonly known as “Spectre” and “Meltdown” that have required software updates and patches, including for providers of public cloud services, to mitigate such vulnerabilities and such updates and patches may require servers to be offline and potentially slow their performance. Additionally, these systems periodically experience directed attacks intended to lead to interruptions and delays in our operations as well as loss, misuse or theft of data. We have implemented physical, technical and administrative safeguards to protect our systems. To date, unauthorized users have not had a material effect on our systems; however, there can be no assurance that attacks will not be successful in the future. In addition, our information systems must be constantly updated, patched and upgraded to protect against known vulnerabilities and optimize performance. Material disruptions or slowdown of our systems, including a disruption or slowdown could occur if we are unable to successfully update, patch and upgrade our systems. System disruptions, failures and slowdowns, whether caused by cyberattacks, update failures or other causes, could affect our financial systems and operations. This could cause delays in our supply chain or cause information, including data related to customer orders, to be lost or delayed which could result in delays in the delivery of merchandise to our stores and customers or lost sales, especially if the disruption or slowdown occurred during our seasonally strong fourth quarter. Any of these events could reduce demand for our products, impair our ability to complete sales through our e-commerce channels and cause our revenue to decline. If changes in technology cause our information systems to become obsolete, or if our information systems are inadequate to handle our growth, we could lose customers or our business and operating results could be adversely affected. The information systems used by our third-party service providers are vulnerable to these risks as well. In particular, we are heavily reliant on SaaS enterprise resource planning systems to conduct our order and inventory management, e-commerce and financial transactions and reporting. In addition, we utilize third-party cloud computing services in connection with our business operations. Problems faced by us or our third-party hosting/cloud computing providers, or content delivery network providers, including technological or business- related disruptions, as well as cybersecurity threats, could adversely affect our business and operating results, our ability to accurately report our financial results, as well as the experience of our consumers, which in turn could adversely affect our business and operating results. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Our ability to manage our business would suffer if one or more of our providers suffer an interruption in their business, or experience delays, disruptions or quality control problems in their operations, or we have to change or add systems and services. While we conduct reasonable diligence on our service providers, we may not always be able to control the quality of the systems and services we receive from these providers, which could impair our ability to maintain appropriate internal control over financial reporting and complete timely and accurate financial reporting, and may affect our business, operating results and financial condition. 21 We are subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could adversely affect our business and operating results. Personal privacy, data protection and information security are significant issues in the United States and the other jurisdictions where we offer our products and services. The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the United States Federal Trade Commission (FTC) and various state, local and foreign bodies and agencies. The United States federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of personal information of individuals, including end-customers and employees. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of data. Additionally, many foreign countries and governmental bodies, including in Australia, the European Union, India, Japan and numerous other jurisdictions in which we operate or conduct our business, have laws and regulations concerning the collection and use of personal information obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement new privacy and security policies, permit individuals to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes. We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact of such future laws, regulations and standards may have on our business. For example, in June 2018, California passed the California Consumer Privacy Act (CCPA) which provides new data privacy rights for consumers and new operational requirements for companies effective in 2020. Additionally, we expect that existing laws, regulations and standards may be interpreted differently in the future. There remains significant uncertainty surrounding the regulatory framework for the future of personal data transfers from the European Union to the United States with regulations such as the recently adopted General Data Protection Regulation (GDPR) which imposes more stringent EU data protection requirements, provides an enforcement authority, and imposes large penalties for noncompliance. Future laws, regulations, standards and other obligations, including the adoption of the GDPR, as well as changes in the interpretation of existing laws, regulations, standards and other obligations could impair our ability to collect, use or disclose information relating to individuals, which could decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue. Although we are working to comply with those federal, state and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products. As such, we cannot assure ongoing compliance with all such laws or regulations, industry standards, contractual obligations and other legal obligations. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business and operating results. 22 Any significant disruption to our e-commerce business could result in lost sales. Online sales through gopro.com represent less than 10% of our total revenue. Nonetheless, system interruptions or delays could cause potential consumers to fail to purchase our products and could harm our reputation and brand. The operation of our direct to consumer e-commerce business through gopro.com depends on the ability to maintain the efficient and uninterrupted operation of online order-taking and fulfillment operations. Our e- commerce operations subject us to certain risks that could have an adverse effect on our operating results, including risks related to the computer systems that operate our website and related support systems, such as system failures, viruses, cyberattacks, computer hackers and similar disruptions. If we or our designated third- party contractors are unable to maintain and upgrade our e-commerce website or if we encounter system interruptions or delays, our operating results could be adversely affected. We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our operating results. We have completed several acquisitions and may evaluate additional acquisitions of, or strategic investments in, other companies, products or technologies that we believe are complementary to our business. For example, in the first half of 2016, we acquired two mobile editing application companies for aggregate cash consideration of approximately $104 million. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by users or investors. In addition, if we fail to successfully integrate such acquisitions, or the technologies associated with such acquisitions, the revenue and operating results of the combined company could be adversely affected. Acquisitions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses and adversely affect our business, financial condition, operating results and cash flows. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial effect of an acquisition transaction, including accounting charges. We have recorded significant goodwill and intangible assets in connection with our acquisitions, and in the future, if our acquisitions do not yield expected revenue, we may be required to take material impairment charges that could adversely affect our results of operations. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. In addition, our future operating results may be affected by performance earnouts or contingent payments. For example, for our 2016 acquisitions, deferred cash and stock compensation was payable to certain continuing employees subject to meeting specified future employment conditions. Furthermore, acquisitions may require large one-time charges and can result in increased debt or contingent liabilities, adverse tax consequences, additional stock-based compensation expense and the recording and subsequent amortization or impairments of amounts related to certain purchased intangible assets, any of which could negatively affect our future results of operations. Our success depends on our ability to maintain the value and reputation of our brand. Our success depends on the value and reputation of our brand, including our primary trademarks “GOPRO,” “HERO,” “SESSION” and the GoPro logos. The GoPro brand is integral to the growth of our business and expansion into new markets. Maintaining, promoting and positioning our brand will largely depend on the success of our marketing and merchandising efforts, our ability to provide consistent, high quality products and services, and our consumers’ satisfaction with the technical support and software updates we provide. Failure to grow and maintain our brand or negative publicity related to our products, our consumers’ user-generated content, the athletes we sponsor, the celebrities we are associated with, or the labor policies of any of our suppliers or manufacturers could adversely affect our brand, business and operating results. Maintaining and enhancing our brand also requires substantial financial investments, although there is no guarantee that these investments will increase sales of our products or positively affect our operating results. 23 If we do not effectively maintain and further develop our sales channels, including developing and supporting our retail sales channel and distributors, our business could be harmed. We depend upon effective sales channels to reach the consumers who are the ultimate purchasers of our products. In the United States, we primarily sell our products directly through a mix of retail channels, including big box, mid-market and specialty retailers, and we reach certain United States markets through distributors. In international markets, we primarily sell through distributors who in turn sell to local retailers; however, we also have direct sales relationships with certain customers. We depend on retailers to provide adequate and attractive space for our products and POP displays in their stores and acquiesce to our policies. We further depend on our retailers to employ, educate and motivate their sales personnel to effectively sell our products. If our retailers do not adequately display our products, choose to reduce the space for our products and POP displays in their stores or locate them in less than premium positioning, or choose not to carry some or all of our products or promote competitors’ products over ours or do not effectively explain to customers the advantages of our products, our sales could decrease and our business could be harmed. If our retailers do not acquiesce to our policies, we may refuse to ship our products and our sales could decrease, and our business could be harmed. Similarly, our business could be adversely affected if any of our large retail customers were to experience financial difficulties or change the focus of their businesses in a way that deemphasized the sale of our products. We also continue to invest in providing new retailers with POP displays and expanding the footprint of our POP displays in existing stores, and there can be no assurance that this investment will lead to increased revenue. Our distributors generally offer products from several different manufacturers. Accordingly, we are at risk that these distributors may give higher priority to selling other companies’ products. We have consolidated our distributor channels in certain regions, and if we were to lose the services of a distributor, we might need to find another distributor in that area and there can be no assurance of our ability to do so in a timely manner or on favorable terms. Further, our distributors build inventory in anticipation of future sales, and if such sales do not occur as rapidly as they anticipate, our distributors will decrease the size of their future product orders. We are also subject to the risks of our distributors encountering financial difficulties, which could impede their effectiveness and also expose us to financial risk if they are unable to pay for the products they purchase from us. Additionally, our international distributors buy from us in U.S. dollars and generally sell to retailers in local currency so significant currency fluctuations could affect their profitability, and in turn, affect their ability to buy future products from us. For example, the Brexit referendum vote in the U.K. caused significant short term volatility in global stock markets as well as currency exchange rate fluctuations. We have converted portions of our distributors’ business into direct sales, and if we were to do this on a larger scale, it could create significant disruptions to our distribution channel and the associated revenue. Any reduction in sales by our current distributors, loss of key distributors or decrease in revenue from our distributors could adversely affect our revenue, operating results and financial condition. A small number of retailers and distributors account for a substantial portion of our revenue, and if our relationships with any of these retailers or distributors were to be terminated or the level of business with them significantly reduced, our business could be harmed. Our ten largest customers, measured by the revenue we derive from them, accounted for 48% of our revenue for 2018 and 2017, and 50% of our revenue for 2016. One retailer accounted for 13%, 15% and 17% of our revenue for 2018, 2017 and 2016, respectively. A second retailer accounted for less than 10% of our revenue in 2018 and 2017 but accounted for 11% of our revenue in 2016. The loss of a small number of our large customers, or the reduction in business with one or more of our large customers, could have a significant adverse effect on our operating results. In addition, we may choose to temporarily or permanently stop shipping product to customers who do not follow the policies and guidelines in our sales agreements, which could have a material negative effect on our revenues and operating results. Our sales agreements with these large customers do not require them to purchase any meaningful amount of our products annually and we grant limited rights to return product to some of these large customers. 24 If we encounter problems with our distribution system, our ability to deliver our products to the market and to meet customer expectations could be harmed. We rely on third-party distribution facilities for substantially all of our product distribution to distributors and directly to retailers. Our distribution facilities include computer controlled and automated equipment, which means their operations may be vulnerable to computer viruses or other security risks, the proper operation of software and hardware, electronic or power interruptions or other system failures. Further, because substantially all of our products are distributed from only a few locations and by a small number of companies, our operations could be interrupted by labor difficulties, extreme or severe weather conditions, or floods, fires or other natural disasters near our distribution centers, or port shutdowns or other transportation-related interruptions along our distribution routes. Additionally, we use one primary supplier for the third-party distribution and if this supplier were to experience financial difficulties, it could adversely affect our business. We may be subject to warranty claims that could result in significant direct or indirect costs, or we could experience greater returns from retailers than expected, which could harm our business and operating results. We generally provide a 12-month warranty on all of our products, except in the European Union, or EU, where we provide a two-year warranty on all of our products. The occurrence of any material defects in our products could make us liable for damages and warranty claims in excess of our current reserves. In addition, we could incur significant costs to correct any defects, warranty claims or other problems, including costs related to product recalls. Any negative publicity related to the perceived quality and safety of our products could affect our brand image, decrease retailer, distributor and consumer confidence and demand, and adversely affect our operating results and financial condition. Also, while our warranty is limited to repairs and returns, warranty claims may result in litigation, the occurrence of which could adversely affect our business and operating results. Based on our historical experience with our camera products, we have an established methodology for estimating warranty liabilities with respect to cameras and accessories. However, we have insufficient data and historical experience to be able to predict future warranty claims related to our Fusion spherical camera. In 2016, we launched GoPro Care, a fee-based service that offers a range of support options to our consumers, including extended warranty and accidental damage coverage in the United States, and expanded GoPro Care internationally. In the United States, we also offer GoPro Plus which has a camera replacement benefit as part of the monthly subscription. Accidental damage coverage and extended warranties are regulated in the United States on a state level and are treated differently by state. Additionally, outside the United States, regulations for extended warranties and accidental damage vary from country to country. Changes in interpretation of the insurance regulations or other laws and regulations concerning extended warranties and accidental damage coverage on a federal, state, local or international level may cause us to incur costs or have additional regulatory requirements to meet in the future in order to continue to offer GoPro Care in compliance with any similar laws adopted in other jurisdictions. Our failure to comply with past, present and future similar laws could result in reduced sales of our products, reputational damage, penalties and other sanctions, which could harm our business and financial condition. Consumers may be injured while engaging in activities with our products, and we may be exposed to claims, or regulations could be imposed, which could adversely affect our brand, operating results and financial condition. Consumers use our cameras, drones and their associated mounts and accessories to self-capture their participation in a wide variety of physical activities, including extreme sports, which in many cases carry the risk of significant injury or death. Consumers may also use our drones for a wide range of flight activity, including aerial data collection, videography and photography. We may be subject to claims that users have been injured or harmed by or while using our products, including false claims or erroneous reports relating to safety, security or privacy issues, or that personal property has been damaged as a result of use of our drone. Although we maintain insurance to help protect us from the risk of such claims, such insurance may not be sufficient or may not apply to all situations. Similarly, proprietors of establishments at which consumers engage in challenging physical activities could seek to ban the use of our products in their facilities to limit their own liability. In addition, if lawmakers or governmental agencies were to determine that the use of our products increased the risk of injury or harm to all or a subset of our users or should otherwise be restricted to protect consumers, they may pass laws or adopt 25 regulations that limit the use of our products or increase our liability associated with the use of our products. Any of these events could adversely affect our brand, operating results and financial condition. Our intellectual property and proprietary rights may not adequately protect our products and services, and our business may suffer if it is alleged or determined that our technology, products, or another aspect of our business infringes third-party intellectual property or if third parties infringe our rights. We own patents, trademarks, copyrights, trade secrets, and other intellectual property (collectively “intellectual property”) related to aspects of our products, software, services and designs. Our commercial success may depend in part on our ability to obtain, maintain and protect these rights in the United States and abroad. We regularly file patent applications to protect innovations arising from our research, development and design as we deem appropriate. We may fail to apply for patents on important products, services, technologies or designs in a timely fashion, or at all. We may not have sufficient intellectual property rights in all countries where unauthorized third-party copying or use of our proprietary technology occurs and the scope of our intellectual property might be more limited in certain countries. Our existing and future patents may not be sufficient to protect our products, services, technologies or designs and/or may not prevent others from developing competing products, services, technologies or designs. We cannot predict the validity and enforceability of our patents and other intellectual property with certainty. We have registered, and applied to register, certain of our trademarks in several jurisdictions worldwide. In some of those jurisdictions, third-party filings exist for the same, similar or otherwise related products or services, which could block the registration of our marks. Even if we are able to register our marks, competitors may adopt or file similar marks to ours, seek to cancel our trademark registrations, register domain names that mimic or incorporate our marks, or otherwise infringe upon or harm our trademark rights. Although we police our trademark rights carefully, there can be no assurance that we are aware of all third-party uses or that we will prevail in enforcing our rights in all such instances. Any of these negative outcomes could affect the strength, value and effectiveness of our brand, as well as our ability to market our products. We have also registered domain names for websites, or URLs, that we use in our business, such as gopro.com, as well as social media handles. If we are unable to protect our domain names or social media handles, our brand, business, and operating results could be adversely affected. Domain names or social media handles similar to ours have already been registered in the United States and elsewhere, and we may not be able to prevent third parties from acquiring and using domain names or social media handles that infringe, are similar to, or otherwise decrease the value of, our trademarks. In addition, we might not be able to, or may choose not to, acquire or maintain trademark registrations, domain names, social media handles or other related rights in certain jurisdictions. Litigation may be necessary to enforce our intellectual property rights. Initiating infringement proceedings against third parties can be expensive, take significant time, and divert management’s attention from other business concerns. We may not prevail in litigation to enforce our intellectual property against unauthorized use. Third parties, including competitors and non-practicing entities, have brought intellectual property infringement claims against us. We expect to continue to receive such intellectual property claims in the future. While we will defend ourselves vigorously against any such existing and future legal proceedings, we may not prevail against all such allegations. We may seek licenses from third parties where appropriate, but they could refuse to grant us a license or demand commercially unreasonable terms. Further, an adverse ruling in an intellectual property infringement proceeding could force us to suspend or permanently cease the production or sale of products/services, face a temporary or permanent injunction, redesign our products/services, rebrand our products/services, pay significant settlement costs, pay third-party license fees or damage awards or give up some of our intellectual property. The occurrence of any of these events may adversely affect our business, financial condition and operating results. If we are unable to maintain or acquire rights to include intellectual property owned by others in the content distributed by us, our marketing, sales or future business strategy could be affected or we could be subject to lawsuits relating to our use of this content. The distribution of GoPro content helps to market our brand and our products. If we cannot continue to acquire rights to distribute user-generated content or acquire rights to use and distribute music, athlete and celebrity names and likenesses or other content for our original productions or third-party entertainment distribution 26 channels or for our software products, our marketing efforts could be diminished, our sales could be harmed and our future content strategy could be adversely affected. In addition, third-party content providers or owners may allege that we have violated their intellectual property rights. If we are unable to obtain sufficient rights, successfully defend our use of or otherwise alter our business practices on a timely basis in response to claims of infringement, misappropriation, misuse or other violation of third-party intellectual property rights, our business may be adversely affected. As a user and distributor of content, we face potential liability for rights of publicity and privacy, as well as copyright, or trademark infringement or other claims based on the nature and content of materials that we distribute. If we are found to violate such third-party rights, then our business may suffer. If we encounter issues with our manufacturers or suppliers, our business, brand, and results of operations could be harmed and we could lose sales. We do not have internal manufacturing capabilities and rely on several contract manufacturers, located primarily in China and Mexico to manufacture our products. We cannot be certain that we will not experience operational difficulties with our manufacturers, including reductions in the availability of production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines, increases in manufacturing costs and increased lead times. We also rely on a number of supply chain partners to whom we outsource activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. Our supply chain partners are located in China, Czech Republic, Hong Kong, Mexico, Netherlands, Singapore and a number of other countries in Europe and the Asia Pacific region. Our manufacturers and supply chain partners may experience disruptions in their operations due to equipment breakdowns, adding lines in a different country, labor strikes or shortages, natural disasters, component or material shortages, cost increases or other similar problems. Further, in order to minimize their inventory risk, our manufacturers might not order components from third-party suppliers with adequate lead time, thereby affecting our ability to meet our demand forecast. Therefore, if we fail to manage our relationship with our manufacturers and supply chain partners effectively, or if they experience operational difficulties, our ability to ship products to our retailers and distributors could be impaired and our competitive position and reputation could be harmed. In the event that we receive shipments of products that fail to comply with our technical specifications or that fail to conform to our quality control standards, and we are not able to obtain replacement products in a timely manner, we risk revenue losses from the inability to sell those products, increased administrative and shipping costs, and lower profitability. Additionally, if defects are not discovered until after consumers purchase our products, they could lose confidence in the technical attributes of our products and our business could be harmed. For example, in the first quarter of 2018, we decided to end the life of our REMO accessory due to issues related to battery performance. We do not control our contract manufacturers or suppliers, including their labor, environmental or other practices. Environmental regulations or changes in the supply, demand or available sources of natural resources may affect the availability and cost of goods and services necessary to run our business. We require our contract manufacturers and suppliers to comply with our formal supplier code of conduct and relevant standards and have ongoing audit programs in place to assess our suppliers’ compliance with our requirements. We periodically conduct audits of our contract manufacturers’ and suppliers’ compliance with our code of conduct, applicable laws and good industry practices. However, these audits may not be frequent or thorough enough to detect non- compliance. Deliberate violations of labor, environmental or other laws by our contract manufacturers or suppliers, or a failure of these parties to follow ethical business practices, could lead to negative publicity and harm our reputation or brand. Failure to obtain new, and maintain existing, high-quality event, venue, athlete and celebrity sponsorships could harm our business. Establishing relationships with high profile sporting and entertainment events, venues, sports leagues and sports associations, athletes and celebrity personalities to evaluate, promote and establish product credibility with consumers, including entering into sponsorship and licensing agreements, has and will continue to be a key element of our marketing strategy. However, as competition in our markets has increased, the costs of obtaining and retaining event, venue, athlete and celebrity sponsorships and licensing agreements have increased. Additionally, we may be forced to sign longer term sponsorships in order to retain relationships. If we are unable to maintain our current associations with our event, venue, athlete and celebrity partners, or to do so at a 27 reasonable cost, we could lose the benefits of these relationships, and we may be required to modify and substantially increase our marketing investments. In addition, actions taken by endorsers of our products that harm their reputations could also harm our brand image with consumers. The failure to correctly identify high impact events and venues or build partnerships with those who develop and promote those events and venues, promising athletes or other appealing personalities to use and endorse our products, or poor performance by our endorsers, could adversely affect our brand and result in decreased sales of our products. We could be adversely affected by violations of the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act or similar anti-bribery laws in other jurisdictions in which we operate. The global nature of our business and the significance of our international revenue create various domestic and local regulatory challenges and subject us to risks associated with our international operations. The United States Foreign Corrupt Practices Act, or FCPA, the United Kingdom Bribery Act 2010, or the U.K. Bribery Act, and similar anti-bribery and anti-corruption laws in other jurisdictions generally prohibit United States based companies and their intermediaries from making improper payments to non-United States officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, United States public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, United States companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition. We operate in areas of the world that experience corruption by government officials to some degree and, in certain circumstances, compliance with anti-bribery and anti-corruption laws may conflict with local customs and practices. Our global operations require us to import and export to and from several countries, which geographically expands our compliance obligations. In addition, changes in such laws could result in increased regulatory requirements and compliance costs which could adversely affect our business, financial condition and results of operations. We cannot be assured that our employees or other agents will not engage in prohibited conduct and render us responsible under the FCPA or the U.K. Bribery Act. While we have compliance programs, they may not be effective to prevent violations from occurring and employees may engage in prohibited conduct nonetheless. If we are found to be in violation of the FCPA, the U.K. Bribery Act or other anti-bribery or anti- corruption laws (either due to acts or inadvertence of our employees, or due to the acts or inadvertence of others), we could suffer criminal or civil penalties or other sanctions, which could have a material adverse effect on our business. We are subject to governmental export and import controls and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets. The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of some technologies. Our products are subject to United States export controls, and exports of our products must be made in compliance with various economic and trade sanctions laws. Furthermore, United States export control laws and economic sanctions prohibit the provision of products and services to countries, governments, and persons targeted by United States sanctions. Even though we take precautions to prevent our products from being provided to targets of United States sanctions, our products, including our firmware updates, could be provided to those targets or provided by our customers. Any such provision could have negative consequences, including government investigations, penalties and reputational harm. Our failure to obtain required import or export approval for our products could harm our international and domestic sales and adversely affect our revenue. We could be subject to future enforcement action with respect to compliance with governmental export and import controls and economic sanctions laws that result in penalties, costs, and restrictions on export privileges that could have a material effect on our business and operating results. 28 Our effective tax rate and the intended tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business. We are subject to income taxes in the United States and various jurisdictions outside the United States. Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates. Our tax expense could also be affected by changes in non-deductible expenses, changes in excess tax benefits related to exercises and vesting of stock-based expense, and the applicability of withholding taxes. Additionally, in December 2017, the current United States administration signed an act referred to as the Tax Cuts and Jobs Act (TCJA), generally effective for taxable years beginning after December 31, 2017. The TCJA is complex and includes significant amendments to the Internal Revenue Code of 1986, as amended, including amendments that significantly change the taxation of offshore earnings and the deductibility of interest. The TCJA had a material impact on the gross value of our deferred tax assets before valuation allowance and long-term income tax payable balances and could increase our future United States tax expense. Furthermore, changes to the taxation of undistributed foreign earnings could change our future intentions regarding reinvestment of such earnings. We have assessed the effect of the TCJA on our business and consolidated financial statements overall as immaterial. See Note 9 Income taxes to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for further discussion of the TCJA. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rates could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in, or our interpretation, of tax rules and regulations in the jurisdictions in which we do business, by unanticipated decreases in the amount of earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities. The United States, the European Commission, countries in the European Union, Australia and other countries where we do business have been considering changes in relevant tax, accounting and other laws, regulations and interpretations, including changes to tax laws applicable to corporate multinationals. These potential changes could adversely affect our effective tax rates or result in other costs to us. In addition, we are subject to the examination of our income tax returns by the United States Internal Revenue Service (IRS) and other domestic and foreign tax authorities. These tax examinations are expected to focus on our intercompany transfer pricing practices as well as other matters. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and other taxes and have reserved for adjustments that may result from the current examinations. We cannot provide assurance that the final determination of any of these examinations will not have an adverse effect on our operating results and financial position. If we are unable to maintain effective internal control in the future, we may not be able to produce timely and accurate financial statements, which could adversely affect our investors’ confidence and our stock price. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to evaluate and determine the effectiveness of our internal control over financial reporting, and to include a management report assessing the effectiveness of our internal control over financial reporting. We expect that the requirements of these rules and regulations will continue to place significant demands on our financial and operational resources, as well as IT systems. While we have determined that our internal control over financial reporting was effective as of December 31, 2018, we must continue to monitor and assess our internal control over financial reporting. Our control environment may not be sufficient to remediate or prevent future material weaknesses or significant deficiencies from occurring. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and all instances of fraud will be detected. 29 If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. We use open source software in our platform that may subject our technology to general release or require us to re-engineer our solutions, which may cause harm to our business. We use open source software in connection with our services. From time to time, companies that incorporate open source software into their products have faced claims challenging the ownership of open source software and/or compliance with open source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Some open source software licenses require users who distribute or make available open source software as part of their software to publicly disclose all or part of the source code to such software or make available any derivative works of the open source code on unfavorable terms or at no cost. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose the source code or that would otherwise breach the terms of an open source agreement, such use could nevertheless occur and we may be required to release our proprietary source code, pay damages for breach of contract, re-engineer our applications, discontinue sales in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, financial condition or operating results. Our reported financial results may be negatively impacted by the changes in the accounting principles generally accepted in the United States. Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. Other companies in our industry may apply these accounting principles differently than we do, which may affect the comparability of our consolidated financial statements. For example, in February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02 (Topic 842), Leases, which requires recognition of lease assets and lease liabilities on the balance sheet by lessees for leases classified as operating leases with a term of more than 12 months. Topic 842 will be applied on a modified retrospective basis and is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are in the process of finalizing the impact of Topic 842 and expect the adoption of the standard will result in the recognition of additional lease liabilities of approximately $89 million to $93 million. See Note 1 Summary of business and significant accounting policies, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for a discussion on recent accounting standards. If our estimates or judgments relating to our critical accounting policies and estimates prove to be incorrect, our operating results could be adversely affected. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in this Annual Report on Form 10-K for the year ended December 31, 2018 in the section titled Management's Discussion and Analysis of Financial Condition and Results of Operations. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue 30 recognition, inventory valuation, stock-based compensation expense, warranty reserves, goodwill and acquired intangible assets, and accounting for income taxes including deferred tax assets and liabilities. Catastrophic events or political instability could disrupt and cause harm to our business. Our headquarters are located in the San Francisco Bay Area of California, an area susceptible to earthquakes. A major earthquake or other natural disaster, fire, act of terrorism or other catastrophic event in California or elsewhere that results in the destruction or disruption of any of our critical business operations or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be harmed. Our key manufacturing, supply and distribution partners have global operations including in China, Hong Kong, Japan, Mexico, Netherlands, Singapore and Taiwan as well as the United States. Political instability or catastrophic events in any of those countries could adversely affect our business in the future, our financial condition and operating results. If we fail to comply with environmental regulations and conflict minerals disclosures, our business, financial condition, operating results and reputation could be adversely affected. We are subject to various federal, state, local and international environmental laws and regulations including laws regulating the manufacture, import, use, discharge and disposal of hazardous materials, labeling and notice requirements relating to potential consumer exposure to certain chemicals, and laws relating to the collection of and recycling of electrical and electronic equipment and their packaging. We are also subject to the SEC’s conflict minerals rule which requires disclosure by public companies of the origin, source and chain of custody of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured. We have and will continue to incur costs associated with complying with the rule, such as costs related to sourcing of certain minerals (or derivatives thereof), the determination of the origin, source and chain of custody of the minerals used in our products, the adoption of conflict minerals-related governance policies, processes and controls, and possible changes to products or sources of supply as a result of such activities. Within our supply chain, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the data collection and due diligence procedures that we implement, which may harm our reputation. Although we have policies and procedures in place requiring our contract manufacturers and major component suppliers to comply with applicable federal, state, local and international requirements, we cannot confirm that our manufacturers and suppliers consistently comply with these requirements. In addition, if there are changes to these or other laws (or their interpretation) or if new similar laws are passed in other jurisdictions, we may be required to re-engineer our products to use components compatible with these regulations. This re-engineering and component substitution could result in additional costs to us or disrupt our operations or logistics. Changes in interpretation of any federal, state, local or international regulation may cause us to incur costs or have additional regulatory requirements to meet in the future in order to comply, or with any similar laws adopted in other jurisdictions. Our failure to comply with past, present and future similar laws could result in reduced sales of our products, substantial product inventory write-offs, reputational damage, penalties and other sanctions, which could harm our business and financial condition. We also expect that our products will be affected by new environmental laws and regulations on an ongoing basis. To date, our expenditures for environmental compliance have not had a material effect on our results of operations or cash flows and, although we cannot predict the future effect of such laws or regulations, they will likely result in additional costs and may increase penalties associated with violations or require us to change the content of our products or how they are manufactured, which could have a material adverse effect on our business and financial condition. Risks related to Ownership of our Class A Common Stock Our stock price has been and will likely continue to be volatile. Since shares of our Class A common stock were sold in our IPO in July 2014 at a price of $24.00 per share, our closing stock price has ranged from $4.04 to $93.85 per share through December 31, 2018. Our stock price may fluctuate in response to a number of events and factors, such as quarterly operating results; changes in our financial projections provided to the public or our failure to meet those projections; the public’s reaction to our 31 press releases, other public announcements and filings with the SEC; significant transactions, or new features, products or services offered by us or our competitors; changes in our business lines and product lineup; changes in financial estimates and recommendations by securities analysts; media coverage of our business and financial performance; the operating and stock price performance of, or other developments involving, other companies that investors may deem comparable to us; trends in our industry; any significant change in our management; sales and purchases of any Class A common stock issued upon conversion of our convertible senior notes or in connection with the prepaid forward contract entered into in connection with such convertible senior notes, and general economic conditions. These factors, as well as the volatility of our Class A common stock, could also affect the price of our convertible senior notes. In addition, the stock market in general, and the market prices for companies in our industry, have experienced volatility that often has been unrelated to operating performance. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Price volatility over a given period may cause the average price at which we repurchase our own stock to exceed the stock’s price at a given point in time. Volatility in our stock price also affects the value of our equity compensation, which affects our ability to recruit and retain employees. In addition, some companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We are a defendant in several shareholder class action lawsuits as well as derivative lawsuits and may continue to be a target for such litigation in the future. Securities litigation against us could result in substantial costs and liability and divert our management’s attention from other business concerns, which could harm our business. See Legal Proceedings. If we fail to meet expectations related to future growth, profitability, or other market expectations, our stock price may decline significantly, which could have a material adverse effect on investor confidence and employee retention. A sustained decline in our stock price and market capitalization could lead to impairment charges. The dual class structure of our common stock has the effect of concentrating voting control with our CEO and we cannot predict the effect our dual class structure may have on our stock price or our business. Our Class B common stock has 10 votes per share, and our Class A common stock has one vote per share. Stockholders who hold shares of Class B common stock hold approximately 75.8% of the voting power of our outstanding capital stock as of December 31, 2018 with Mr. Woodman, our Chairman and CEO, holding approximately 75.7% of the outstanding voting power. Mr. Woodman is able to control all matters submitted to our stockholders, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock due to the limited voting power of such stock relative to the Class B common stock and might harm the trading price of our Class A common stock. In addition, we cannot predict whether our dual class structure, combined with the concentrated control by Mr. Woodman, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell announced that it plans to require new constituents of its indexes to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with multiple-class share structures to certain of its indexes. Because of our dual class structure, we may be excluded from these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected. 32 If securities analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline. Delaware law and provisions in our restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock. Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, or otherwise adversely affect the rights of the holders of our Class A and Class B common stock, including the following: • our board of directors is not currently classified, but at such time as all shares of our Class B common stock have been converted into shares of our Class A common stock, our board of directors will be classified into three classes of directors with staggered three-year terms; • so long as any shares of our Class B common stock are outstanding, special meetings of our stockholders may be called by the holders of 10% of the outstanding voting power of all then outstanding shares of stock, a majority of our board of directors, the chairman of our board of directors or our chief executive officer; • when no shares of our Class B common stock are outstanding, only the chairman of our board of directors, our chief executive officer or a majority of our board of directors will be authorized to call a special meeting of stockholders; • our stockholders may only take action at a meeting of stockholders and not by written consent; • vacancies on our board of directors may be filled only by our board of directors and not by stockholders; • directors may be removed from office with or without cause so long as our board of directors is not classified, and thereafter directors may be removed from office only for cause; • our restated certificate of incorporation provides for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; • our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, by our board of directors without stockholder approval and which may contain voting, liquidation, dividend and other rights superior to those of our Class A and Class B common stock; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. Risks related to our convertible senior notes We have indebtedness in the form of convertible senior notes. In April 2017, we completed an offering of $175.0 million aggregate principal amount of 3.50% convertible senior Notes due 2022 (Notes). As a result of this Notes offering, we incurred $175.0 million principal amount of indebtedness, the principal amount of which we may be required to pay at maturity in 2022. Holders of the Notes will have the right to require us to repurchase their Notes upon the occurrence of a fundamental change at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any. In addition, the indenture for the Notes provides that we are required to repay amounts due under the indenture in the event that there is an event of default for the Notes that results in the principal, premium, if 33 any, and interest, if any, becoming due prior to Maturity Date for the Notes. There can be no assurance that we will be able to repay this indebtedness when due, or that we will be able to refinance this indebtedness on acceptable terms or at all. In addition, this indebtedness could, among other things: • heighten our vulnerability to adverse general economic conditions and heightened competitive pressures; • require us to dedicate a larger portion of our cash flow from operations to interest payments, limiting the availability of cash for other purposes; limit our flexibility in planning for, or reacting to, changes in our business and industry; and impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes. • • In addition, our ability to purchase the Notes or repay prior to maturity any accelerated amounts under the Notes upon an event of default or pay cash upon conversions of the Notes may be limited by law, by regulatory authority or by agreements governing our indebtedness outstanding at the time, including our credit facility. Our credit facility restricts our ability to repurchase the Notes for cash or repay prior to maturity any accelerated amounts under the Notes upon an event of default or pay cash upon conversion of the Notes to the extent that on the date of such repurchase, repayment or conversion, as the case may be, after giving pro forma effect to such payment, our remaining borrowing capacity pursuant to such credit facility falls below (i) to the extent that our fixed charge coverage ratio is at least to 1.0, the greater of (A) $37.5 million and (B) 15% of the lesser of the aggregate commitments under such credit facility and the aggregate borrowing base then in effect or (ii) to the extent that our fixed charge coverage ratio is less than 1.0 to 1.0, the greater of (A) $50.0 million and (B) 20% of the lesser of the aggregate commitments under such credit facility and the aggregate borrowing base then in effect. Any of our future indebtedness may contain similar restrictions. Our failure to repurchase Notes at a time when the repurchase is required by the indenture (whether upon a fundamental change or otherwise under the indenture) or pay cash payable on future conversions of the Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness, including our credit facility. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness, repurchase the Notes or make cash payments upon conversions thereof. Our credit facility imposes restrictions on us that may adversely affect our ability to operate our business. Our credit facility contains restrictive covenants relating to our capital raising activities and other financial and operational matters which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, our credit facility contains, and the agreements governing the Notes will contain, a cross-default provision whereby a default under one agreement would likely result in cross defaults under agreements covering other borrowings. For example, the occurrence of a default with respect to any indebtedness or any failure to repay debt when due in an amount in excess of $25 million would cause a cross default under the indenture governing the Notes, as well as under our credit facility. The occurrence of a default under any of these borrowing arrangements would permit the holders of the Notes or the lenders under our credit facility to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable. If the note holders or the trustee under the indenture governing the Notes or the lenders under our credit facility accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings. Conversion of the Notes will, to the extent we deliver shares upon conversion of such Notes, dilute the ownership interest of existing stockholders, including holders who had previously converted their Notes, or may otherwise depress our stock price. The conversion of some or all of the Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares upon conversion of any of the Notes. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could be used to satisfy short positions, or anticipated conversion of the Notes into shares of our common stock could depress our stock price. 34 The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than cash in lieu of any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders of the Notes do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. The accounting method for convertible debt securities that may be settled in cash, such as the Notes, may have a material effect on our reported financial results. Under GAAP, an entity must separately account for the debt component and the embedded conversion option of convertible debt instruments that may be settled entirely or partially in cash upon conversion, such as the Notes we are offering, in a manner that reflects the issuer’s economic interest cost. The effect of the accounting treatment for such instruments is that the value of such embedded conversion option would be treated as original issue discount for purposes of accounting for the debt component of the Notes, and that original issue discount is amortized into interest expense over the term of the Notes using an effective yield method. As a result, we will initially be required to record a greater amount of non-cash interest expense because of the amortization of the original issue discount to the Notes’ face amount over the term of the Notes and because of the amortization of the debt issuance costs. Accordingly, we will report lower net income (or greater net loss) in our financial results because of the recognition of both the current period’s amortization of the debt discount and the Notes’ coupon interest, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the Notes. In addition, convertible debt instruments (such as the Notes) that may be settled entirely or partly in cash are currently accounted for utilizing the if-converted method, the effect of which is that conversion will not be assumed for purposes of computing diluted income (loss) per share if the effect would be antidilutive. Under the if-converted method, for diluted income (loss) per share purposes, convertible debt is antidilutive whenever its interest, net of tax and nondiscretionary adjustments, per common share obtainable on conversion exceeds basic income (loss) per share. Dilutive securities that are issued during a period and dilutive convertible securities for which conversion options lapse, or for which related debt is extinguished during a period, will be included in the denominator of diluted income (loss) per share for the period that they were outstanding. Likewise, dilutive convertible securities converted during a period will be included in the denominator for the period prior to actual conversion. Moreover, interest charges applicable to the convertible debt will be added back to the numerator. We cannot be sure that the accounting standards in the future will continue to permit the use of the if-converted method. If we are unable to use the if-converted method in accounting for the shares issuable upon conversion of the Notes, then our diluted income (loss) per share would be adversely affected. In addition, if the conditional conversion feature of the Notes is triggered, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. The prepaid forward may affect the value of the Notes and our common stock and may result in unexpected market activity in the Notes and/or our common stock. In connection with the issuance of the Notes, we entered into a prepaid forward with a forward counterparty. The prepaid forward is intended to facilitate privately negotiated derivative transactions by which investors in the Notes will be able to hedge their investment. In connection with establishing its initial hedge of the prepaid forward, the forward counterparty (or its affiliate) entered into or expects to enter into one or more derivative transactions with respect to our Class A common stock with purchasers of the Notes concurrently with or after the offering of the Notes. The prepaid forward is intended to reduce the dilution to our stockholders from the 35 issuance of our Class A common stock (if any) upon conversion of the Notes and to allow certain investors to establish short positions that generally correspond to commercially reasonable initial hedges of their investment in the Notes. In addition, the forward counterparty (or its affiliate) may modify its hedge position by entering into or unwinding one or more derivative transactions with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions at any time, including following the offering of the Notes and immediately prior to or shortly after April 15, 2022, the Maturity Date of the Notes (and are likely to unwind their derivative transactions and/or purchase or sell our Class A common stock in connection with any conversion or repurchase of the Notes, in connection with the purchase or sale of Notes by certain investors and/or in the event that sufficient borrow of our Class A common stock becomes available). These activities could also cause or avoid an increase or a decrease in the market price of our Class A common stock or the Notes. The prepaid forward initially facilitated privately negotiated derivative transactions relating to our Class A common stock, including derivative transactions by which investors in the Notes established short positions relating to our Class A common stock to hedge their investments in the Notes concurrently with, or shortly after, the placement of the Notes. Neither we nor the forward counterparty control how such investors may use such derivative transactions. In addition, such investors may enter into other transactions in connection with such derivative transactions, including the purchase or sale of our Class A common stock, at any time. As a result, the existence of the prepaid forward, such derivative transactions, and any related market activity could cause more sales of our Class A common stock over the term of the prepaid forward than there would have otherwise been had we not entered into the prepaid forward. Such sales could potentially affect the market price of our Class A common stock and/or the Notes. The fundamental change repurchase feature of the Notes may delay or prevent an otherwise beneficial attempt to take over our company. The terms of the Notes require us to repurchase the Notes in the event of a fundamental change. A takeover of our company would trigger an option of the holders of the Notes to require us to repurchase the Notes. In addition, if a make-whole fundamental change occurs prior to the Maturity Date of the Notes, we will in some cases be required to increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change. Furthermore, the indenture for the Notes prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Notes. These and other provisions of the indenture may have the effect of delaying or preventing a takeover of our company. We are subject to counterparty risk with respect to the prepaid forward. We will be subject to the risk that the forward counterparty might default under the prepaid forward. Our exposure to the credit risk of the forward counterparty will not be secured by any collateral. Global economic conditions have in the recent past resulted in, and may again result in, the actual or perceived failure or financial difficulties of many financial institutions. If the forward counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings, with a claim equal to our exposure at that time under our transactions with the forward counterparty. Our exposure will depend on many factors, but, generally, an increase in our exposure will be correlated to an increase in the market price of our common stock. In addition, upon a default by the forward counterparty, we may suffer more dilution than we currently anticipate with respect to our Class A common stock. We can provide no assurances as to the financial stability or viability of the forward counterparty to the prepaid forward. Item 1B. Unresolved Staff Comments None. Item 2. Properties As of December 31, 2018, we leased office facilities around the world totaling approximately 549,000 square feet, including approximately 311,000 square feet for our corporate headquarters in San Mateo, California. All of our 36 properties are currently leased. We believe our existing facilities are adequate to meet our current requirements. If we were to require additional space, we believe we will be able to obtain such space on acceptable, commercially reasonable terms. See Note 11 Commitments, contingencies and guarantees, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for more information about our lease commitments. Item 3. Legal Proceedings Shareholder class action lawsuits On January 25, 2016, a purported shareholder class action lawsuit was filed in the Superior Court of the State of California, County of San Mateo, against the Company, certain of its current and former directors and executive officers and underwriters of the Company’s IPO (“Defendants”). The complaint purported to bring suit on behalf of shareholders who purchased the Company’s stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with the Company’s IPO and alleged claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The suit sought unspecified damages and other relief. A similar complaint was filed on May 13, 2016, and consolidated on June 7, 2016. Defendants filed a demurrer (motion to dismiss) to the consolidated action. On July 13, 2016, the court sustained the demurrer dismissing the complaint with leave to amend the complaint. The plaintiff filed an amended complaint on October 7, 2016. Defendants filed a demurrer to the amended complaint on October 28, 2016. On December 16, 2016, the court overruled the demurrer with respect to the Section 11 and 15 claims and sustained the demurrer in part and overruled the demurrer in part with respect to the Section 12(a)(2) claim. Defendants answered the amended complaint on January 3, 2017. On November 20, 2017, the parties reached an agreement in principle to settle the action which was primarily funded by the Company’s insurance carriers. The court entered final judgment and an order granting final approval of the settlement on July 27, 2018. On November 16, 2016, a purported shareholder class action lawsuit (the “2016 Shareholder Class Action”) was filed in the United States District Court for the Northern District of California against the Company and Mr. Woodman, our Chairman and CEO, Brian McGee, our CFO, and Anthony Bates, our former President (“Defendants”). The complaint purports to bring suit on behalf of shareholders who purchased the Company’s publicly traded securities between September 19, 2016 and November 4, 2016. The complaint purports to allege that Defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and seeks unspecified compensatory damages, fees and costs. On February 6, 2017, the court appointed lead plaintiff and lead counsel. On March 14, 2017, the lead plaintiff filed an amended complaint against the Company and certain of its officers (“GoPro Defendants”) on behalf of shareholders who purchased the Company’s publicly traded securities between September 19, 2016 and November 8, 2016. On April 13, 2017, the GoPro Defendants filed a motion to dismiss the amended complaint. On July 26, 2017, the court denied that motion and directed plaintiff to amend its complaint to add all defendants the plaintiff intended to sue. On August 4, 2017, plaintiff filed a second amended complaint, which Defendants answered on September 8, 2017. On September 11, 2018, the parties participated in a mediation session and following the mediation reached an agreement in principle to settle the action. The settlement, which is subject to approval of the Court, among other conditions, will be funded entirely by the Company’s insurance carriers. On November 8, 2017, a purported shareholder derivative lawsuit was filed in the United States District Court for the Northern District of California against certain of GoPro’s current and former directors and executive officers and naming the Company as a nominal defendant. The action is based on allegations similar to those in the 2016 Shareholder Class Action and asserts causes of action against the individual defendants for breach of fiduciary duty for allegedly disseminating false and misleading information, breach of fiduciary duty for allegedly misappropriating information and for insider stock sales, unjust enrichment, violation of Section 25402 of the California Corporations Code, and for contribution and indemnification. On January 4, 2018, the court signed an order relating this case to the 2016 Shareholder Class Action. On January 22, 2018, defendants filed a motion to dismiss for lack of subject matter jurisdiction and improper forum. Before briefing on that motion was complete, the plaintiff voluntarily dismissed the action on February 22, 2018. Beginning on January 9, 2018, the first of four purported shareholder class action lawsuits (the “2018 Shareholder Class Action”) was filed in the United States District Court for the Northern District of California against the Company, Mr. Woodman and Mr. McGee. Similar complaints were filed on January 11, 2018 and January 24, 2018. On April 20, 2018, the court consolidated the four cases and appointed lead plaintiff and lead counsel. On June 18, 2018, plaintiffs filed their Consolidated Amended Complaint (the “Complaint”). The Complaint purports to bring suit on behalf of shareholders who purchased the Company’s publicly traded securities between November 37 2, 2017 and January 5, 2018. The Complaint adds Mr. Prober, GoPro’s former COO, as a defendant (together with GoPro, Mr. Woodman and Mr. McGee (“Defendants”)), and purports to allege that Defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”), asserts claims under Section 20A of the 1934 Act against Mr. Woodman and Mr. McGee, and seeks unspecified compensatory damages, fees and costs. Defendants filed a motion to dismiss the Complaint on August 17, 2018 and the hearing on the motion to dismiss took place on November 5, 2018. The Court has not yet issued an order on the motion to dismiss. On February 13, 2018 and February 27, 2018, two purported shareholder derivative lawsuits (the “Federal Derivative Actions”) were filed in the United States District Court for the Northern District of California against certain of GoPro’s current and former directors and executive officers and naming the Company as a nominal defendant. The Federal Derivative Actions are based on allegations similar to those in both the 2016 Shareholder Class Action and the 2018 Shareholder Class Actions and assert causes of action against the individual defendants for breach of fiduciary duty, and for making false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934. Plaintiffs seek corporate reforms, disgorgement of profits from stock sales, and fees and costs. On March 15, 2018, the court signed orders relating the Federal Derivative Actions to the 2016 Shareholder Class Action. The court consolidated the Federal Derivative Actions on April 6, 2018. On May 8, 2018, the court stayed the Federal Derivative Actions pending resolution of the 2016 Shareholder Class Action or commencement of any shareholder derivative action alleging substantially the same facts as those in the Derivative Actions, whichever occurs first. On July 27, 2018, the Company received a letter (the “Mays Trust Demand”) purportedly sent on behalf of shareholder David Mays and Janice Alley Living Trust UA 05/09/2014 (the “Mays Trust”), alleging that between 2016 and 2018, the Company’s directors and officers made false and misleading statements about the Company’s business, operations and prospects. On December 26, 2018, the Mays Trust filed an action in the Delaware Court of Chancery (the “Mays Trust Action”). The Mays Trust Action is a purported derivative action against certain of GoPro’s current and former directors and executive officers and naming the Company as a nominal defendant. The complaint alleges that GoPro’s board wrongfully refused the Mays Trust Demand and asserts causes of action against the individual defendants for breach of fiduciary duty and insider selling based on allegations similar to those in both the 2016 Shareholder Class Action and the 2018 Shareholder Class Action. Plaintiff seeks, among other things, an order directing defendants to account to GoPro for all damages allegedly sustained by GoPro and fees and costs. The time for defendants to answer the complaint has not yet passed. On July 30, 2018, the Company received a letter (the “De Nicola Demand”) purportedly sent on behalf of six shareholders, Giuseppe De Nicola, Junhee Lee, Alessandro Lobascio, Enechi Abolle, Joubin Hanaie, and Reid Nelson, alleging that between 2016 and 2018, the Company’s directors and officers made false and misleading statements about the Company’s business, operations and prospects. On September 4, 2018, and while the Company was still evaluating the De Nicola Demand, three of the shareholders filed an action in California Superior Court, County of San Mateo (the “De Nicola Action”). The De Nicola Action is a purported derivative action against certain of GoPro’s current and former directors and executive officers and naming the Company as a nominal defendant. The complaint alleges that GoPro’s board wrongfully refused the De Nicola Demand and asserts causes of action against the individual defendants for breach of fiduciary duty, unjust enrichment, waste and insider selling based on allegations similar to those in both the 2016 Shareholder Class Action and the 2018 Shareholder Class Action. Plaintiffs seek corporate reforms, disgorgement of profits from stock sales, and fees and costs. On January 31, 2019, plaintiffs filed a motion requesting voluntary dismissal of the De Nicola Action without prejudice. On October 30, 2018 and November 7, 2018, two purported shareholder derivative lawsuits (the “Delaware Derivative Actions”) were filed in the Delaware Court of Chancery against certain of GoPro’s current and former directors and executive officers and naming the Company as a nominal defendant. The Delaware Derivative Actions are based on allegations similar to those in both the 2016 Shareholder Class Action and the 2018 Shareholder Class Actions and assert causes of action against the individual defendants for breach of fiduciary duty and insider selling. Plaintiffs seek, among other things, corporate reforms, disgorgement of profits from stock sales, and fees and costs. On December 3, 2018, the court consolidated the Delaware Derivative Actions. The time for defendants to answer the complaint has not yet passed. 38 We are currently, and in the future, may continue to be subject to litigation, claims and assertions incidental to our business, including patent infringement litigation and product liability claims, as well as other litigation of a non- material nature in the ordinary course of business. Due to inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of these matters. We are unable at this time to determine whether the outcome of the litigation would have a material effect on our business, financial condition, results of operations or cash flows. Item 4. Mine Safety Disclosures Not applicable. 39 PART II Item 5. Market for the Company’s Common Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information. Our Class A common stock is listed on The Nasdaq Global Select Market under the symbol “GPRO.” Our Class B common stock is not listed nor traded on any stock exchange. Holders. As of January 31, 2019, there were 135 holders of record of our Class A common stock and 33 holders of record of our Class B common stock. Dividends. We have not declared or paid any cash dividends on our capital stock and do not currently intend to pay any cash dividends on our Class A or Class B common stock in the foreseeable future. Securities authorized for issuance under equity compensation plans. The information required by this item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our Proxy Statement to be filed with the SEC for our 2019 Annual Meeting of Stockholders within 120 days after the end of our fiscal year ended December 31, 2018. Performance graph. The graph below compares the cumulative total return on our Class A common stock with that of the S&P 500 Index and the S&P 500 Consumer Durables Index. The graph assumes $100 was invested (with reinvestment of all dividends, as applicable) at the close of market on June 26, 2014 in the Class A common stock of GoPro, Inc., the S&P 500 Index and the S&P 500 Consumer Durables Index, and its relative performance is tracked through December 31, 2018. Note that historic stock price performance is not intended to be indicative of future stock price performance. 40 Sales of unregistered securities. During the period covered by this Annual Report on Form 10-K, we have not sold any equity securities that were not registered under the Securities Act of 1933, as amended. Issuer purchases of equity securities. No shares of our Class A or Class B common stock were purchased during the fourth quarter of 2018. 41 Item 6. Selected Consolidated Financial Data The information set forth below for the five years ended December 31, 2018 is not necessarily indicative of results of future operations, and should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements, related notes and other financial information included elsewhere in this Annual Report on Form 10-K. (dollars in thousands, except per share amounts) Consolidated statements of operations data: Revenue Gross profit Gross margin Operating income (loss) Net income (loss) Net income (loss) per share: Basic Diluted Other financial information: Adjusted EBITDA (1) Non-GAAP net income (loss) (2) Non-GAAP diluted income (loss) per share (2) Year ended December 31, 2018 2017 2016 2015 2014 $ 1,148,337 $ 361,434 $ 1,179,741 $ 384,530 $ 1,185,481 $ 461,920 $ 1,619,971 $ 673,214 $ 1,394,205 $ 627,235 31.5% 32.6% (93,962) $ (163,460) $ (372,969) $ $ $ (109,034) $ (182,873) $ (419,003) $ 39.0 % 41.6% 45.0% 54,748 36,131 $ 187,035 $ 128,088 $ $ $ $ $ (0.78) $ (0.78) $ (1.32) $ (1.32) $ (3.01) $ (3.01) $ 0.27 $ 0.25 $ 1.07 0.92 21,778 $ (31,909) $ (0.23) $ (31,368) $ (192,807) $ 179,309 $ 293,380 (95,867) $ (201,247) $ 111,564 $ 188,913 1.32 (0.69) $ (1.44) $ 0.76 $ (1) We define adjusted EBITDA as net income (loss) adjusted to exclude the impact of: provision for income taxes, interest income, interest expense, depreciation and amortization, point of purchase (POP) display amortization, stock-based compensation, impairment charges and restructuring costs. (2) We define non-GAAP net income as net income (loss) adjusted to exclude stock-based compensation, acquisition-related costs, restructuring costs, non-cash interest expense, gain on sale and license of intellectual property and income tax adjustments. Acquisition-related costs include the amortization of acquired intangible assets and impairment write-downs (if applicable), as well as third-party transaction costs for legal and other professional services. Non-GAAP income (loss) per share considers the conversion of the redeemable convertible preferred stock into shares of common stock as though the conversion had occurred at the beginning of the period, and the initial public offering shares issued in July 2014 to be outstanding since the beginning of 2014. See Non-GAAP Financial Measures in Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information and a reconciliation of net income (loss) to Adjusted EBITDA, net income (loss) to non-GAAP net income (loss), and shares used in the calculation of non-GAAP diluted income (loss) per share. (in thousands) Consolidated balance sheet data: Cash, cash equivalents and marketable securities $ Inventory Working capital Total assets Total indebtedness Total stockholders’ equity 2018 2017 As of December 31, 2016 2015 2014 197,512 $ 116,458 174,574 698,359 138,992 212,112 247,390 $ 150,551 203,156 850,246 130,048 298,705 217,953 $ 167,192 157,074 922,640 — 446,945 474,058 $ 188,232 538,066 1,102,976 — 772,033 422,256 153,026 564,274 917,691 — 641,204 42 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as a result of a variety of factors, including but not limited to, those discussed in Risk Factors and elsewhere in this Annual Report on Form 10-K. This MD&A is organized as follows: • Overview. Discussion of our business and overall analysis of financial and other highlights affecting the Company in order to provide context for the remainder of MD&A. • Components of Our Results of Operations. Description of the items contained in each operating revenue and expense caption in the consolidated statements of operations. • Results of Operations. Analysis of our financial results comparing 2018 to 2017 and 2017 to 2016. • Liquidity and Capital Resources. Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and potential sources of liquidity. • Contractual Commitments. Overview of our contractual obligations, including expected payment schedule and indemnifications as of December 31, 2018. • Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. • Non-GAAP Financial Measures. A reconciliation and discussion of our GAAP to non-GAAP financial measures. Overview GoPro helps its consumers capture and share their experiences in immersive and exciting ways. We are committed to developing solutions that create an easy, seamless experience for consumers to capture, create, and share engaging personal content. When consumers use our products and services, they often generate and share content that organically increases awareness for GoPro, driving a virtuous cycle and a self-reinforcing demand for our products. We believe revenue growth may be driven by the introduction of new cameras, accessories, software applications, subscription offerings and value-driven pricing. We believe new camera features drive a replacement cycle among existing users and attract new users, expanding our total addressable market. Our investments in image stabilization, mobile editing and sharing solutions, auto-upload capabilities, local language user-interfaces and voice recognition in multiple languages drive the expansion of our total addressable market. In 2018, we began shipping our new HERO7 line of cameras, including our newest flagship camera, HERO7 Black. Our HERO7 Black camera features HyperSmooth image stabilization, TimeWarp Video, live streaming, cloud connectivity, voice control, improved audio and a touch display. HyperSmooth makes it easy to capture professional-looking, gimbal-like stabilized videos without a gimbal, while TimeWarp Video applies a high-speed, ‘magic-carpet-ride’ effect to videos. Live streaming enables users to share content in real time to Facebook, Twitch, YouTube, Vimeo and other platforms internationally. Our flagship HERO7 Black camera, powered by GoPro’s custom designed GP1 processor, is the most powerful and performance featured GoPro camera to date. We also began shipping our HERO7 Silver and HERO7 White cameras in 2018, which feature advanced stabilization, cloud connectivity, voice control and a touch display. We offer many professional-grade features with our current good-better-best camera offering with HERO7 White, HERO7 Silver and HERO7 Black cameras. We also offer a waterproof 360-degree spherical camera, Fusion. Our cameras are compatible with our ecosystem of mountable and wearable accessories, and feature automatic uploading capabilities for photos and videos to GoPro Plus, our premium cloud-based solution that provides a camera protection plan and enables subscribers to easily access, edit, store and share their content. All of our HERO5 and newer cameras are compatible with the GoPro App, our mobile experience that seamlessly uploads a user’s GoPro photos and video clips to a 43 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations smartphone and transforms them into a ready-to-share video through GoPro QuikStories. Using GoPro QuikStories makes it simple for users to automatically create shareable video edits complete with music, effects and transitions. The following is a summary of measures presented in our consolidated financial statements and key metrics used to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. (units and dollars in thousands, except per share amounts) Revenue Camera units shipped (1) Gross margin (2) Operating expenses Net income (loss) Diluted net income (loss) per share Cash provided by (used) in operations $ $ $ $ $ Other financial information: Adjusted EBITDA (3) $ Non-GAAP net income (loss) (4) $ Non-GAAP income (loss) per 109,150 31,671 0.22 48,413 58,807 42,356 $ $ $ $ $ $ $ share $ 0.30 Q4 2018 377,378 1,413 37.7% Q4 2017 334,796 $ 1,361 23.8% % Change FY 2018 13 % $ 1,148,337 4,337 4 % 31.5% 1390 bps FY 2017 $ 1,179,741 4,303 32.6% 138,097 (55,848) (21)% $ (157)% $ 455,396 (109,034) $ $ 547,990 (182,873) % Change (3)% 1 % (110) bps (17)% (40)% (0.41) (154)% $ (0.78) $ (1.32) (41)% 56,990 (15)% $ (42,434) $ (36,853) 15 % (26,544) (41,319) (322)% $ (203)% $ 21,778 (31,909) $ $ (31,368) (95,867) (169)% (67)% (0.30) (200)% $ (0.23) $ (0.69) (67)% (1) Represents the number of camera units that are shipped during a reporting period, including camera units that are shipped with drones, net of any returns. Camera units shipped does not include drones sold without a camera, mounts or accessories. (2) One basis point (bps) is equal to 1/100th of 1%. (3) We define adjusted EBITDA as net income (loss) adjusted to exclude the impact of: provision for income taxes, interest income, interest expense, depreciation and amortization, point of purchase (POP) display amortization, stock-based compensation, impairment charges and restructuring costs. (4) We define non-GAAP net income (loss) as net income (loss) adjusted to exclude stock-based compensation, acquisition-related costs, restructuring costs, non-cash interest expense, gain on sale and license of intellectual property and income tax adjustments. Acquisition-related costs include the amortization of acquired intangible assets and impairment write-downs (if applicable), as well as third-party transaction costs for legal and other professional services. Reconciliations of non-GAAP adjusted measures to the most directly comparable GAAP measures are presented under Non-GAAP Financial Measures. Full year and fourth quarter 2018 financial performance Full year 2018 revenue was slightly down year-over-year at $1.15 billion compared to $1.18 billion in 2017. The year-over-year revenue decline was primarily driven by a decrease in Karma drone and drone accessory revenue of $62.0 million due to our exit of the drone business in 2018, partially offset by a decrease in sales incentives provided to customers, which included $80.5 million in price protection charges in the fourth quarter of 2017. Camera units shipped of 4.34 million units in 2018 was flat compared to 4.30 million units shipped in 2017. Our 2018 average selling price (defined as total revenue divided by camera units shipped) decreased by 3.4% year- over-year, primarily due to the impact of Karma drone and drone accessories. Excluding the impact of our Karma drone, our 2018 average selling price would have increased 1% year-over-year. In 2018, we estimated camera sell-through to our end consumer was 4.8 million units, which grew 9% compared to 2017. Revenue for the fourth quarter of 2018 was $377.4 million, a 13% increase year-over-year from $334.8 million in the fourth quarter of 2017. Gross margin in the fourth quarter of 2018 was 37.7%, up from 23.8% in the fourth quarter of 2017. Revenue and gross margin in the fourth quarter of 2018 were positively impacted by a 3.9% increase in our camera units shipped of 1.41 million units in the fourth quarter of 2018 compared to 1.36 million units in the fourth quarter of 2017, strong sales of our higher margin HERO7 cameras and $80.5 million in price 44 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations protection charges in the fourth quarter of 2017. Additionally, we estimated camera sell-through to our end consumer grew 20% in the fourth quarter of 2018 compared to the fourth quarter of 2017. Our full year 2018 and fourth quarter of 2018 operating expenses decreased 16.9% and 21.0%, respectively, primarily attributable to our continued focus on cost management, expansion into lower cost jurisdictions and the financial benefits recognized from our restructuring actions. As a result, our 2018 GAAP and non-GAAP net loss improved by 40% and 67%, respectively. The decrease in operating expenses for full year 2018 was achieved despite increasing our advertising expenses by $18.2 million compared to 2017. Net income was $31.7 million, or $0.22 per share for the fourth quarter of 2018, while non-GAAP net income was $42.4 million, or $0.30 per share for the same period. Net loss was $109.0 million, or $0.78 per share for the full year of 2018, while non-GAAP net loss was $31.9 million, or $0.23 per share for the same period. 2018 adjusted EBITDA increased to $21.8 million from a negative $31.4 million in 2017. Factors affecting performance We believe that our future success will be dependent on many factors, including those further discussed below. While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address in order to continue the growth of our business and improve our results of operations. Driving profitability through improved efficiency, lower costs and better execution. We incurred material operating losses in 2018, 2017 and 2016. Our restructuring actions have significantly reduced our operating expenses in 2018 and 2017 resulting in a flatter, more efficient global organization that has allowed for improved communication, alignment among our functional teams and a return to profitability for the second half of 2018. If we are unable to generate adequate revenue growth, and continue to manage our expenses, we may incur significant losses in the future and may not be able to maintain profitability. Investing in research and development and enhancing our customer experience. Our performance is significantly dependent on the investments we make in research and development, including our ability to attract and retain highly skilled and experienced research and development personnel. We expect the timing of new product releases to continue to have a significant impact on our revenue and we must continually develop and introduce innovative new cameras, mobile applications and other new offerings. We plan to further build upon our integrated mobile and cloud-based storytelling solutions and subscription offerings. Our investments, including marketing and advertising expenses, may not successfully drive increased revenue and our customers may not adopt our new offerings. If we fail to innovate and enhance our brand, our products, our integrated storytelling solutions, the value proposition of our subscriptions, our market position and revenue will be adversely affected. Further, we have incurred substantial research and development expenses and if our efforts are not successful, we may not recover the value of these investments. Growing our total addressable market globally. We continue to believe that international markets represent a significant growth opportunity for GoPro. While the total market for digital cameras has continued to decline as smartphone and tablet camera quality has improved, we continue to believe that our consumers’ differentiated use of GoPro cameras, our integrated storytelling solutions, our continued innovation of product features desired by our users, and our brand, all help insulate our business from many of the negative trends facing this category. However, we expect that the markets in which we conduct our business will remain highly competitive. We will continue to increase our global presence through the active promotion of our brand, the creation and cultivation of regional strategic and marketing partnerships, the expansion of localized products in international markets with regions specific marketing, and an investment focus on the biggest opportunities. Our growth also depends on expanding our total addressable market with our subscription service, GoPro Plus, and capture solutions, including spherical, which all face intense competition. If we are not successful in penetrating additional markets, we might not be able to grow revenue and we may not recognize benefits from our investment in new areas. Marketing the improved GoPro experience to our extended community. We intend to continue investing resources in our marketing, advertising and brand management efforts. Historically, our growth has largely been fueled by the adoption of our products by people looking to self-capture images of themselves participating in exciting physical activities. Our future growth depends on continuing to reach, expand and re-engage with this 45 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations core user base. We believe that consumers in our core user base in many markets are not familiar with our brand and products and believe there is an opportunity for GoPro to expand awareness through a range of advertising and promotional programs and campaigns, including through social media. In addition, we may look to expand our user base to include a broader group of consumers. Sales and marketing investments will often occur in advance of any sales benefits from these activities, and it may be difficult for us to determine if we are efficiently allocating our resources in this area. Seasonality. Historically, we have experienced the highest levels of revenue in the fourth quarter of the year, coinciding with the holiday shopping season, particularly in the United States and Europe. While we have implemented operational changes aimed at reducing the impact of fourth quarter seasonality on full year performance, timely and effective product introductions and forecasting, whether just prior to the holiday season or otherwise, are critical to our operations and financial performance. Components of our Results of Operations Revenue. Our revenue is primarily comprised of product revenue, net of returns and sales incentives (including price protection). Revenue is derived from the sale of our cameras and accessories directly to retailers, as well as through our network of domestic and international distributors, and through gopro.com. See Critical Accounting Policies and Estimates and Note 1 Summary of business and significant accounting policies, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for information regarding revenue recognition. Cost of revenue. Our cost of revenue primarily consists of product costs, including costs of contract manufacturing for production, third-party logistics and procurement costs, warranty repair costs, tooling and equipment depreciation, excess and obsolete inventory write-downs, amortization of acquired developed technology, license fees, and certain allocated costs related to our manufacturing team, facilities and personnel- related expenses. Operating expenses. We classify our operating expenses into three categories: research and development, sales and marketing, and general and administrative. Research and development. Our research and development expense consists primarily of personnel-related costs, including salaries, stock-based compensation and employee benefits. Research and development expense also includes consulting and outside professional services costs, materials, and allocated facilities, restructuring, depreciation and other supporting overhead expenses associated with the development of our product and service offerings. Sales and marketing. Our sales and marketing expense consists primarily of advertising and marketing promotions of our products and services and personnel-related costs, including salaries, stock-based compensation and employee benefits. Sales and marketing expense also includes point of purchase (POP) display expenses and related amortization, sales commissions, trade show and event costs, sponsorship costs, consulting and contractor expenses, and allocated facilities, restructuring, depreciation and other supporting overhead expenses. General and administrative. Our general and administrative expense consists primarily of personnel-related costs, including salaries, stock-based compensation and employee benefits for our finance, legal, human resources, information technology and administrative personnel. The expense also includes professional service costs related to accounting, tax, legal services, and allocated facilities, restructuring, depreciation and other supporting overhead expenses. 46 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The following table sets forth the components of our consolidated statements of operations for each of the periods presented, and each component as a percentage of revenue: (dollars in thousands) Revenue Cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Total operating expenses Operating loss Other income (expense): Interest expense Other income, net Total other expense, net Loss before income taxes Income tax expense Net loss Revenue $ $ 2018 1,148,337 786,903 361,434 100 % $ 69 31 167,296 222,096 66,004 455,396 (93,962) (18,683) 4,970 (13,713) (107,675) 1,359 (109,034) 15 19 6 40 (9) (1) — (1) (10) — (10)% $ Year ended December 31, 2017 1,179,741 795,211 384,530 229,265 236,581 82,144 547,990 (163,460) (13,660) 733 (12,927) (176,387) 6,486 (182,873) 100 % $ 67 33 19 20 7 46 (13) (1) — (1) (14) 1 (15)% $ 2016 1,185,481 723,561 461,920 358,902 368,620 107,367 834,889 (372,969 ) (2,992 ) 787 (2,205 ) (375,174 ) 43,829 (419,003) 100 % 61 39 30 31 9 70 (31) — — — (31) 4 (35)% (camera units and dollars in thousands) 2018 Camera units shipped Direct channel Percentage of revenue Distribution channel Percentage of revenue Total revenue Americas Percentage of revenue Europe, Middle East and Africa (EMEA) Percentage of revenue Asia and Pacific (APAC) Percentage of revenue Total revenue Year ended December 31, 4,337 2017 4,303 2016 4,762 2018 vs 2017 2017 vs 2016 % Change % Change 1 % (10)% $ $ 551,095 $ 634,888 $ 650,111 48.0% 53.8% 54.8% 597,242 $ 544,853 $ 535,370 52.0% 46.2% 45.2% $ 1,148,337 $ 1,179,741 $ 1,185,481 $ $ $ 498,633 $ 591,879 $ 619,784 43.4% 50.2% 52.3% 366,037 $ 334,872 $ 366,352 31.8% 28.4% 30.9% 283,667 $ 252,990 $ 199,345 24.7% 21.4% 16.8% (13) 10 (3)% (16)% 9 12 (2) 2 — % (5)% (9) 27 $ 1,148,337 $ 1,179,741 $ 1,185,481 (3)% — % 2018 Compared to 2017. Revenue was slightly down in 2018 at $1.15 billion compared to $1.18 billion in 2017. The year-over-year revenue decline was primarily driven by a decrease in Karma drone and drone accessory revenue of $62.0 million due to the exit of the drone business in 2018, partially offset by a decrease in sales incentives provided to customers, which included $80.5 million in price protection charges in the fourth quarter of 2017. Camera units shipped of 4.34 million units in 2018 was flat compared to 4.30 million units in 2017. The 47 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations year-over-year average selling price (defined as total revenue divided by camera units shipped) decreased by 3.4%, primarily due to the impact of Karma drone and drone accessories. Excluding the impact of Karma, our average selling price would have increased 1%. In 2018, we estimated camera sell-through to our end consumer was 4.8 million units, which grew 9% compared to 2017. 2017 Compared to 2016. Revenue was slightly down in 2017 at $1.18 billion compared to $1.19 billion in 2016. Total revenue was negatively impacted by price protection charges of $80.5 million, partially offset by an increase in revenue related to our Karma drone which was launched in February 2017. Additionally, camera units shipped in 2017 decreased 10%, reflecting a higher mix of lower price point cameras sold in 2016 compared to 2017. Cost of revenue and gross margin (dollars in thousands) Cost of revenue Stock-based compensation Acquisition-related costs Restructuring costs Total cost of revenue Gross margin $ $ $ Year ended December 31, 2017 786,657 1,935 5,985 634 795,211 2018 772,136 1,954 11,434 1,379 786,903 $ $ $ 2016 719,689 1,616 1,759 497 723,561 31.5% 32.6 % 39.0% 2018 vs 2017 2017 vs 2016 % Change % Change (2)% 1 91 118 (1)% (110) bps 9% 20 240 28 10% (640) bps 2018 Compared to 2017. Gross margin of 31.5% in 2018 decreased from 32.6% in 2017, or (110) bps, reflecting a decrease in average selling price, (397) bps, sales of previously written off cameras in 2017, (69 bps), and temporarily higher prices associated with component supply shortages, (29) bps, partially offset by lower sales incentives, 313 bps, and operational expense improvements. 2017 Compared to 2016. Gross margin of 32.6% in 2017 decreased from 39.0% in 2016, or (640) bps. Gross margin in 2017 reflected the impact of camera and drone related price protection, (400) bps, lower gross margins from Karma drone sales as compared to camera sales, (143) bps, and inventory and purchase order charges related to Karma and its accessories, (180) bps, partially offset by operational expense improvements. Research and development (dollars in thousands) Research and development Stock-based compensation Acquisition-related costs Restructuring costs $ Total research and development $ $ Year ended December 31, 2017 191,182 24,963 3,028 10,092 229,265 2018 134,866 19,636 — 12,794 167,296 $ $ $ 2016 295,901 31,365 14,439 17,197 358,902 2018 vs 2017 2017 vs 2016 % Change % Change (29)% (21) (100) 27 (27)% (35)% (20) (79) (41) (36)% Percentage of revenue 14.6% 19.4 % 30.3% 2018 Compared to 2017. The year-over-year decrease of $62.0 million, or 27%, in total research and development expenses in 2018 compared to 2017 reflected our exit of the aerial business in the first quarter of 2018 and our other restructuring actions, which contributed to a $36.7 million decrease in cash-based personnel- related costs due to a reduction in research and development headcount, a $12.1 million decrease in depreciation and other supporting overhead expenses, a $6.6 million decrease in professional services costs and a $5.3 million decrease in stock-based compensation. Additionally, amortization of intangibles decreased by $2.5 million due to a reclassification to cost of revenue. 2017 Compared to 2016. The year-over-year decrease of $129.6 million, or 36%, in total research and development expenses in 2017 compared to 2016 reflected a $59.7 million decrease in consulting and professional services costs, a $36.7 million decrease in cash-based personnel-related costs due to a reduction in 48 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations research and development headcount, and a $6.7 million decrease in depreciation and other supporting overhead expenses. In addition, in 2017, acquisition-related costs decreased $11.4 million primarily due to an intangible impairment charge of $6.0 million related to projects that were discontinued in the third quarter of 2016 and stock- based compensation decreased $6.4 million due to lower employee headcount. Research and development headcount for 2018 and 2017 has decreased by 36% and 23%, year-over-year, from December 31, 2017 and December 31, 2016, respectively, principally as a result of our restructuring actions. See Restructuring costs for additional information regarding research and development restructuring charges recorded in 2018, 2017 and 2016. Sales and marketing (dollars in thousands) Sales and marketing Stock-based compensation Acquisition-related costs Restructuring costs Total sales and marketing Percentage of revenue $ $ $ Year ended December 31, 2017 219,036 10,498 — 7,047 236,581 2018 207,346 9,459 — 5,291 222,096 $ $ $ 2016 342,651 13,883 22 12,064 368,620 2018 vs 2017 2017 vs 2016 % Change % Change (5)% (36)% (10) — (25) (24) (100) (42) (6)% (36)% 19.3% 20.1 % 31.1% 2018 Compared to 2017. The year-over-year decrease of $14.5 million, or 6%, in total sales and marketing expenses in 2018 compared to 2017 reflected a $10.9 million decrease in cash-based personnel-related costs due to a reduction in sales and marketing headcount, a $6.5 million decrease in sponsorship expenses, a $6.3 million decrease in POP expense, a $2.4 million reduction in travel related expenses, a $2.2 million decrease in consulting and outside professional service costs and a $1.8 million decrease in allocated facilities, depreciation and other supporting overhead expenses, partially offset by an $18.2 million increase in advertising activities. 2017 Compared to 2016. The year-over-year decrease of $132.0 million, or 36%, in total sales and marketing expenses in 2017 compared to 2016 reflected a $73.7 million decrease in advertising and promotional activity, of which $59.0 million was related to advertising, marketing events and sponsorships. Additionally, there was a $23.3 million decrease in cash-based personnel-related costs due to a reduction in sales and marketing headcount, an $8.8 million decrease in consulting and outside professional service costs, an $8.4 million decrease in travel related expenses, and a $7.2 million decrease in allocated facilities, depreciation and other supporting overhead expenses. The favorable reductions in sales and marketing expenses in 2017 were primarily due to more focused and strategic marketing efforts in 2017. Sales and marketing headcount for 2018 and 2017 has decreased by 26% and 16%, year-over-year, from December 31, 2017 and December 31, 2016, respectively, principally as a result of our restructuring activities. See Restructuring costs for additional information regarding sales and marketing restructuring charges recorded in 2018, 2017 and 2016. General and administrative (dollars in thousands) General and administrative Stock-based compensation Acquisition-related costs Restructuring costs Total general and administrative Percentage of revenue $ $ Year ended December 31, 2017 65,788 13,859 $ $ (22 ) 2,519 82,144 $ $ 2018 52,865 9,838 22 3,279 66,004 2016 70,247 22,663 1,126 13,331 107,367 2018 vs 2017 2017 vs 2016 % Change % Change (20)% (29) (200) 30 (20)% (6)% (39) (102) (81) (23)% 5.7% 7.0 % 9.1% 49 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2018 Compared to 2017. The year-over-year decrease of $16.1 million, or 20%, in total general and administrative expenses in 2018 compared to 2017 reflected a $6.8 million decrease in cash-based personnel- related costs due to a reduction in general and administrative headcount, a $4.0 million decrease in stock-based compensation, a $2.3 million decrease in settlement charges and a $2.0 million decrease in consulting and outside professional service costs. 2017 Compared to 2016. The year-over-year decrease of $25.2 million, or 23%, in total general and administrative expenses in 2017 compared to 2016 reflected a $10.8 million decrease in restructuring costs, of which $8.8 million was due to restructuring charges for executive stock-based compensation, an $8.8 million decrease in stock-based compensation, of which $5.8 million was due to the timing of expense recognition attributable to the CEO RSUs (see Note 7 Employee benefit plans, to the Notes to Consolidated Financial Statements), a $3.2 million decrease in cash-based personnel-related costs due to a reduction in general and administrative headcount, and a $1.1 million decrease in acquisition-related costs due to higher legal costs incurred in conjunction with our 2016 acquisitions. General and administrative headcount for 2018 and 2017 has decreased by 24% and 10%, year-over-year, from December 31, 2017 and December 31, 2016, respectively, principally as a result of our restructuring actions. See Restructuring costs for additional information regarding general and administrative restructuring charges recorded in 2018, 2017 and 2016. Restructuring costs First quarter 2018 restructuring plan. On January 2, 2018, we approved a restructuring plan to further reduce future operating expenses and better align resources around our long-term business strategy. The restructuring provided for a reduction of our workforce of approximately 18%, the closure of our aerial group and the consolidation of certain leased office facilities. Under the first quarter 2018 restructuring plan, we recorded restructuring charges of $17.8 million, including $14.1 million related to severance and $3.7 million related to accelerated depreciation and other charges, which primarily pertain to exiting office spaces and the closure of our aerial products business. First quarter 2017 restructuring plan. On March 15, 2017, we approved a restructuring plan that provided for a reduction of our workforce by approximately 17% and the consolidation of certain leased office facilities. Under the first quarter 2017 restructuring plan, we recorded restructuring charges of $21.7 million, including $10.3 million related to severance and $11.4 million related to accelerated depreciation and other charges. The actions associated with the first quarter 2017 restructuring plan were substantially completed by the fourth quarter of 2017. Additional charges were recorded in 2018 due to updated estimates related to the consolidation and exit of certain leased office facilities. Fourth quarter 2016 restructuring plan. On November 29, 2016, we approved a restructuring plan that provided for a reduction in our workforce of approximately 15%, the closure of our entertainment group and the consolidation of certain leased office facilities. Under the fourth quarter 2016 restructuring plan, we recorded restructuring charges of $39.9 million, including $36.7 million related to severance and $3.2 million related to accelerated depreciation and other charges, which primarily pertain to exiting office spaces. The actions associated with the fourth quarter 2016 restructuring plan were substantially completed by March 31, 2017. First quarter 2016 restructuring plan. On January 12, 2016, we approved a restructuring plan that provided for a reduction in our workforce of approximately 7%. Under the first quarter 2016 restructuring plan, we recorded restructuring charges of $6.5 million in the first quarter of 2016, which primarily included cash-based severance costs. We completed this plan at the end of the first quarter of 2016 and all costs have been paid. No charges were recorded in periods after March 31, 2016. See Note 13 Restructuring charges, to the Notes to Consolidated Financial Statements of this Annual Report on 10-K. 50 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations Other income (expense) (dollars in thousands) 2018 2017 2016 Year ended December 31, 2018 vs 2017 2017 vs 2016 % Change % Change Interest expense Other income, net Total other expense, net $ $ (18,683) $ 4,970 (13,713) $ (13,660) $ 733 (12,927) $ (2,992) 787 (2,205) 37% 578 6% 357% (7) 486% 2018 Compared to 2017. Total other expense, net, increased $0.8 million in 2018 compared to 2017, primarily attributable to a $4.7 million increase to interest expense related to our Convertible Notes and a $1.4 million increase in unrealized losses due to changes in foreign exchange rates, partially offset by a $5.0 million gain on the sale and license of intellectual property and a $0.5 million increase in investment interest income. 2017 Compared to 2016. Total other expense, net, increased by $10.7 million in 2017 compared to 2016, primarily attributable to interest expense and the accretion of debt premium to the face value on our Convertible Notes, which were issued in April 2017. Income taxes (dollars in thousands) Income tax expense Effective tax rate Year ended December 31, 2017 2018 $ 1,359 $ 6,486 $ 2016 43,829 2018 vs 2017 2017 vs 2016 % Change % Change (79)% (85)% (1.3)% (3.7 )% (11.7)% 2018 Compared to 2017. We recorded an income tax provision of $1.4 million for the year ended December 31, 2018 which resulted in a negative effective tax rate of 1.3%. Our income tax provision in 2018 was principally composed of tax expenses incurred on pre-tax income in profitable foreign jurisdictions, partially offset by United States tax benefits related to the release of unrecognized tax benefits upon the completion of an IRS audit. While we incurred pre-tax losses in the United States and certain foreign jurisdictions, we do not expect to recognize any significant tax benefits on pre-tax losses in the United States due to a valuation allowance recorded against our United States deferred tax assets. Our 2017 negative effective tax rate of 3.7% resulted principally from tax expenses incurred on pre-tax income in profitable foreign jurisdictions. 2017 Compared to 2016. We recorded an income tax provision of $6.5 million for the year ended December 31, 2017, which resulted in a negative effective tax rate of 3.7%. Our income tax provision in 2017 was principally composed of tax expenses incurred on pre-tax income in profitable foreign jurisdictions. While we incurred pre-tax losses in the United States and certain lower-rate jurisdictions, we do not expect to recognize any significant tax benefits on pre-tax losses in the United States due to the valuation allowance recorded against our United States deferred tax assets. Our 2016 negative effective tax rate of 11.7% resulted from the tax benefit of $131.3 million on pre-tax book losses of $375.2 million, offset by the establishment of a valuation allowance of $101.9 million on United States federal and state net deferred tax assets, as well as the tax expenses incurred on pre-tax income in profitable foreign jurisdictions. See Note 9 Income taxes, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for a reconciliation between the United States statutory tax rate and our effective tax rates. 51 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations Quarterly results of operations The following table sets forth our unaudited quarterly consolidated results of operations for each of the eight quarterly periods ended December 31, 2018. (dollars in thousands, except per share amounts) Dec. 31, 2018 Sept. 30, 2018 June 30, 2018 Three months ended Dec. 31, 2017 March 31, 2018 Sept. 30, 2017 June 30, 2017 March 31, 2017 Revenue (1) Gross profit Operating expenses (2) Net income (loss) Net income (loss) per share: Basic Diluted $ 377,378 $ 285,936 $ 282,677 $ 202,346 $ 334,796 $ 329,805 $ 296,526 $ 218,614 68,566 91,032 112,386 (27,089) $ 83,369 114,205 (37,269) $ 44,916 119,655 (76,347) $ 79,786 138,097 (55,848) $ 14,661 $ 130,546 122,497 105,632 130,615 156,781 (30,536) $ (111,150) 142,117 109,150 $ 31,671 $ $ $ 0.22 $ 0.22 $ (0.19) $ (0.19) $ (0.27) $ (0.27) $ (0.55) $ (0.55) $ (0.41) $ (0.41) $ 0.11 $ 0.10 $ (0.22) $ (0.22) $ (0.78) (0.78) (1) (2) Included in revenue for the quarter ended December 31, 2017 was a reduction of $80.5 million for price protection and marketing development funds incurred in connection with the reduction of our camera and drone selling prices. Included in operating expenses were the restructuring charges of $3.9 million for the quarter ended September 30, 2018, $15.5 million for the quarter ended March 31, 2018 and $12.1 million for the quarter ended March 31, 2017. Liquidity and Capital Resources The following table presents selected financial information as of December 31, 2018 and 2017: (dollars in thousands) Cash and cash equivalents Marketable securities Total cash, cash equivalents and marketable securities Percentage of total assets December 31, 2018 December 31, 2017 202,504 $ 44,886 247,390 152,095 45,417 197,512 $ $ $ 28% 29% Our primary source of cash is receipts from sales of our products and services. Other sources of cash are from tax refunds, proceeds from employee participation in the employee stock purchase plan and the exercise of employee stock options, sale and license of intellectual property and sublease income. The primary uses of cash are for inventory procurement, payroll-related expenses, general operating expenses, including advertising, marketing and office rent, purchases of property and equipment, and other costs of revenue. As of December 31, 2018, our cash, cash equivalents and marketable securities of $197.5 million reflected a decrease of $49.9 million, or 20.2%, compared to December 31, 2017. The decrease was primarily due to payments on accounts payable, personnel-related costs, inventory purchases and price protection claims. As of December 31, 2018, $80.1 million of cash was held by our foreign subsidiaries. Convertible Notes In April 2017, we issued $175.0 million aggregate principal amount of 3.50% Convertible Senior Notes in a private placement to purchasers for resale to qualified institutional buyers. The Notes mature on April 15, 2022, unless earlier repurchased or converted into shares of Class A common stock subject to certain conditions. The Notes are convertible into cash, shares of the Class A common stock, or a combination thereof, at our election, at an initial conversion rate of 94.0071 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $10.64 per share of common stock, subject to adjustment. We pay interest on the Notes semi-annually in arrears on April 15 and October 15 of each year. Proceeds received from the issuance of the Notes were allocated between a liability component (long-term debt) and an equity component (additional paid-in capital). The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. 52 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations In connection with the Notes offering, we entered into a prepaid forward stock repurchase transaction agreement (Prepaid Forward) with a financial institution. Pursuant to the Prepaid Forward, we used approximately $78.0 million of the proceeds from the offering of the Notes to pay the prepayment amount. The aggregate number of shares of our Class A common stock underlying the Prepaid Forward is approximately 9.2 million shares. The expiration date for the Prepaid Forward is April 15, 2022, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at expiration or upon any early settlement, the forward counterparty will deliver to us the number of shares of Class A common stock underlying the Prepaid Forward or the portion thereof being settled early. The shares purchased under the Prepaid Forward were treated as treasury stock on the consolidated balance sheet (and not outstanding for purposes of the calculation of basic and diluted income (loss) per share), but remain outstanding for corporate law purposes, including for purposes of any future stockholders’ votes, until the forward counterparty delivers the shares underlying the Prepaid Forward to us. The net proceeds from the Convertible Senior Notes offering of approximately $91 million were used for general corporate purposes. Liquidity We believe, based on our most current projections, that our cash, cash equivalents and marketable securities, and amounts available under our credit facility, will be sufficient to address our working capital needs, capital expenditures, outstanding commitments and other liquidity requirements for at least the next 12 months. • We expect that operating expenses and inventory purchases will constitute a material use of our cash • balances. We intend to continue to manage our operating activities in line with our existing cash and available financial resources. In March 2016, we entered into a credit agreement with a syndicate of banks that provided for a secured revolving credit facility under which we could borrow up to an aggregate of $250.0 million. Our credit facility terminates in March 2021. No borrowings have been made from the credit facility to date. (See Note 5 Financing Arrangements, in the Notes to Consolidated Financial Statements for additional information.) • We have completed acquisitions in the past and we may evaluate additional possible acquisitions of, or strategic investments in, businesses, products and technologies that are complementary to our business, which may require the use of cash. In the future, we may require additional funding to respond to business opportunities, challenges or unforeseen circumstances. If we are unable to obtain adequate financing under our credit facility, or other sources, when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Summary of Cash Flows The following table summarizes our cash flows for the periods indicated: (in thousands) Net cash provided by (used in): Operating activities Investing activities Financing activities Cash flows from operating activities Year ended December 31, 2017 2016 2018 2018 vs 2017 2017 vs 2016 % Change % Change $ $ $ (42,434) $ (6,235) $ (1,481) $ (36,853) $ (43,097) $ 88,594 $ (107,753) 19,286 1,955 15 % (86)% (102)% (66)% (323)% 4,432 % Cash used in operating activities of $42.4 million was primarily attributable to an adjusted net loss of $22.4 million (net loss adjusted for non-cash expenses of $86.7 million) and a net cash outflow of $20.0 million from changes in operating asset and liabilities. Cash outflow related to operating assets and liabilities consisted primarily of decreases in accounts payable and other liabilities of $70.4 million due to payments of 2017 year-end liabilities, partially offset by the receipt of an IRS tax refund of $32.9 million, and other changes in assets and liabilities. 53 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cash flows from investing activities Our primary investing activities consist of purchases and maturities of marketable securities, purchases of property and equipment, and a gain on a sale and license of intellectual property. Cash used in investing activities was $6.2 million in 2018 resulting from the gain on a sale and license of intellectual property of $5.0 million, offset by the net purchases of property and equipment of $11.0 million and net purchases of marketable securities of $0.2 million. Cash flows from financing activities Our primary financing activities consisted of the issuance of equity securities under our common stock plans. Cash used in financing activities was $1.5 million in 2018 resulting from $6.7 million in tax payments for net RSU settlements, partially offset by $5.2 million received from stock purchases made through our employee stock purchase plan and employee stock option exercises. Contractual Commitments Contractual obligations. As of December 31, 2018, our total undiscounted future expected payment obligations under our agreements with terms longer than one year were approximately $289.3 million, including $175.0 million for our Convertible Senior Notes, $107.8 million for operating leases, $4.0 million for sponsorship agreements and $2.4 million for other multi-year agreements. See Note 5 Financing Arrangements, for discussion regarding our Convertible Senior Notes and Note 11 Commitments, contingencies and guarantees, for discussion regarding facility leases and other contractual commitments in the Notes to Consolidated Financial Statements. Off-balance sheet arrangements. During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such 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. Indemnifications. We have entered into indemnification agreements with our directors and executive officers which require us to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. In addition, in the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification. It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited history with prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the payments we have made under these agreements have not had a material effect on our operating results, financial position or cash flows. However, we may record charges in the future as a result of these indemnification agreements. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts we report as assets, liabilities, revenue, costs and expenses and the related disclosures. Note 1 Summary of business and significant accounting policies, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates. We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity. Our senior management has reviewed these critical accounting policies and related disclosures with the Audit Committee of our board of directors. Revenue recognition We derive substantially all of our revenue from the sale of cameras, drones, mounts and accessories and the related implied post contract support, or PCS. We recognize revenue when control of the promised goods or 54 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The transaction price we expect to be entitled to is primarily comprised of product revenue, net of returns and variable consideration, including sales incentives provided to customers. For most of our revenue, revenue is recognized at the time the product is delivered and when collection is deemed probable. For customers who purchase products directly from our website, we retain a portion of the risk of loss on these sales during transit, which are accounted for as fulfillment costs. Our standard terms and conditions of sale for non-web based sales do not allow for product returns other than under warranty. However, we grant limited rights to return product for certain large retailers and distributors. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer class and other factors. An estimated refund liability along with a right to recover assets are recorded for future product returns. Return trends are influenced by product life cycles, new product introductions, market acceptance of products, product sell-through, the type of customer, seasonality and other factors. Return rates may fluctuate over time, but are sufficiently predictable to allow us to estimate expected future product returns. Actual returns in any future period could differ from our estimates, which could impact the revenue that we report. Our camera and drone sales contain multiple performance obligations that generally include the following three separate obligations: a) a hardware component (camera, drone and/or accessories) and the embedded firmware essential to the functionality of the hardware delivered at the time of sale, b) the implicit right to our downloadable free apps and software solutions, and c) the implied right for the customer to receive post contract support after the initial sale (PCS). PCS includes the right to receive, on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, and email and telephone support. Judgment is required to properly identify the accounting units of multiple performance obligations and to determine the manner in which revenue should be allocated among the obligations. We allocate the transaction price to PCS based on a cost- plus method. The transaction price is allocated to the remaining performance obligations on a residual value method. Our process to allocate the transaction price considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable, including: the level of support provided to customers, estimated costs to provide our support, the amount of time and cost that is allocated to our efforts to develop the undelivered elements, and market trends in the pricing for similar offerings. While changes in the allocation of the transaction price among the performance obligations will not affect the amount of total revenue ultimately recognized for a particular sales arrangement, any material changes in these allocations could impact the timing of revenue recognition, which could have a material effect on our financial condition and results of operations. We provide our customers with sales incentives through various programs, including cooperative advertising, price protection, marketing development funds and other incentives. Sales incentives are considered to be variable consideration, which we estimate and record as a reduction to revenue at the date of sale. Sales incentives are influenced by historical experience, product sell-through and other factors. Actual sales incentives and their impact on reported revenue could differ from our estimates. See Note 1 Summary of business and significant accounting policies, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. Inventory valuation and liability for purchase commitments Inventory consists of finished goods and component parts and is stated at the lower of cost or net realizable value on a first-in, first-out basis. Our inventory balances were $116.5 million and $150.6 million as of December 31, 2018 and 2017, respectively. Our assessment of market value requires the use of estimates regarding the net realizable value of our inventory balances, including an assessment of excess or obsolete inventory. We determine excess or obsolete inventory based on multiple factors, including an estimate of the future demand for our products within a specified time horizon, generally 12 months, product life cycle status, product development plans and current sales levels. We also record a liability for noncancelable purchase commitments with contract manufacturers for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. The estimates used for future demand are also used for near-term capacity planning and inventory purchases and are consistent with our revenue forecast assumptions. If our demand forecast is greater 55 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations than the actual demand, the amount of our loss will be impacted by our contractual ability to reduce inventory purchases and commitments from our contract manufacturers. Our assumptions of future demand for our products are inherently uncertain, and if there were to be an abrupt and substantial decline in demand for one or more of our products or a change in our product development plans, we may be required to increase our inventory write-downs and our liability for purchase commitments that would adversely affect our results of operations in the period when such write-downs and/or excess commitments are recorded. Warranty We generally provide a 12-month warranty coverage on all of our products except in the EU where we provide a 24-month warranty. An extended warranty is also available for a fee under our GoPro Care program which provides for accidental damage coverage along with other perquisites. Our standard warranty provides for repair or replacement of the associated products during the warranty period. We establish a liability for estimated product warranty costs at the time product revenue is recognized. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Should actual product failure rates, use of materials or other costs differ from our estimates, additional warranty liabilities could be required, which could materially affect our results of operations. Income taxes We are subject to income taxes in the United States and multiple foreign jurisdictions. Our effective tax rates differ from the United States federal statutory rate, primarily due to changes in our valuation allowance, the effect of non-United States operations, deductible and non-deductible stock-based compensation expense, state taxes, federal research and development tax credits and other adjustments. Our negative effective tax rate was 1.3%, 3.7% and 11.7% in 2018, 2017 and 2016, respectively. The calculation of our provision for income taxes involves the use of estimates, assumptions and judgments while taking into account current tax laws, our interpretation of current tax laws and possible outcomes of future tax audits. We review our tax positions quarterly and adjust the balances as new information becomes available. Our income tax rate is materially affected by the tax rates that apply to our foreign earnings. As of December 31, 2018, we liquidated our Cayman Islands entity and elected to treat our wholly-owned foreign subsidiaries as disregarded entities (foreign branches) and include them in the United States tax group. We continue to assert indefinite reinvestment to the extent of any foreign withholding taxes on the undistributed earnings related to these foreign branches. Any foreign withholding tax on these earnings is deemed not to be material. Deferred tax assets. Deferred tax assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecast operating earnings and available tax planning strategies. As of December 31, 2018, we had a valuation allowance on all of our United States net deferred tax assets based on our assessment that it is not more likely than not that the deferred tax asset will be realized. Uncertain tax positions. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We file annual income tax returns in multiple taxing jurisdictions around the world and a number of years may elapse before an uncertain tax position is audited by the relevant tax authorities and finally resolved. We have established reserves to address potential exposures related to tax positions that could be challenged by tax authorities. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our reserves reflect the more likely outcome. Our future effective tax rates could be adversely affected if actual earnings are different than our estimates, by changes in the valuation of our deferred tax assets or liabilities, outcomes resulting from income tax examinations, or by changes or interpretations in tax laws, regulations or accounting principles. We were under examination by the Internal Revenue Service (IRS) for the 2012 through 2015 tax years. In the first quarter of 2018, the IRS audit concluded and an income tax refund of $32.9 million was received. 56 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations United States Tax Reform. The Tax Cuts and Jobs Act (TCJA) of 2017, enacted on December 22, 2017, contained significant changes to United States tax law, including lowering the United States corporate income tax rate to 21%, implementing a territorial tax system, and imposing a one-time tax on deemed repatriated earnings of foreign subsidiaries. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) to address the application of United States GAAP in situations when a registrant did not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. We recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities to the extent needed and included these amounts in our consolidated financial statements for the year ended December 31, 2017. As of December 31, 2018, we completed accounting for all of the enactment-date income tax effects of the TCJA and determined that there were no material adjustments in the three and twelve months ended December 31, 2018. While the TCJA provides for a territorial tax system, beginning in 2018, it includes two new United States tax base erosion provisions, the global intangible low-taxed income (GILTI) provisions and the base-erosion and anti-abuse tax (BEAT) provisions. As of December 31, 2018, we have determined that these provisions did not have a tax impact to us in 2018. See Note 9 Income taxes, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for more information. Stock-based compensation We measure and recognize stock-based compensation based on the fair value measurement for all stock-based awards granted to employees and directors over the service period for awards which vest. See Note 7 Employee benefit plans, to the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. We use the Black-Scholes option-pricing model to determine the fair value of stock options and employee stock purchase plan options. The determination of the grant date fair value of options using an option-pricing model is affected by our common stock fair value as well as assumptions regarding a number of variables, of which the most subjective were estimated as follows: • Expected Term. We do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time stock-based awards have been exercisable since the completion of our IPO in July 2014. As a result, we used the simplified method to calculate the expected term estimate based on the vesting and contractual terms of the option. Under the simplified method, the expected term is equal to the average of the stock-based awards weighted average vesting period and its contractual term. • Volatility. The expected stock price volatility for our common stock was estimated by taking the average of our historic volatility and the historical volatility of the common stock of a group of comparable publicly traded companies over a period equivalent to the expected term. Goodwill and acquired intangible assets When we acquire a business, we allocate the purchase price to the net tangible and identifiable intangible assets, with the residual of the purchase price recorded as goodwill. The determination of the fair value of the intangible assets acquired involves significant judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future, technology obsolescence, and the appropriate weighted average cost of capital. Our estimate of the fair value of certain assets may differ materially from that determined by others who use different assumptions or utilize different business models. We perform an annual assessment of our goodwill during the fourth quarter to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate that it is more likely than not that the fair value of our single reporting unit would be reduced below its carrying amount. If further testing is deemed necessary, we perform a two-step process. The first step involves comparing the fair value of our reporting unit to its carrying value. The second step, if necessary, measures the amount of impairment, if any, by comparing the carrying value of the goodwill to its implied fair 57 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations value. As of December 31, 2018, we determined that no impairment of the carrying value of goodwill was required. Recent Accounting Pronouncements Refer to Recent Accounting Pronouncements in Note 1 Summary of business and significant accounting policies, to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. Non-GAAP Financial Measures We report net income (loss) and diluted net income (loss) per share in accordance with United States generally accepted accounting principles (GAAP) and on a non-GAAP basis. Additionally, we report non-GAAP adjusted EBITDA. We use non-GAAP financial measures to help us understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operational plans. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results. These non-GAAP financial measures should not be considered in isolation from, or as an alternative to, the measures prepared in accordance with GAAP, and are not based on any comprehensive set of accounting rules or principles. We believe that these non-GAAP measures, when read in conjunction with our GAAP financials, provide useful information to investors by facilitating: • • • the comparability of our on-going operating results over the periods presented; the ability to identify trends in our underlying business; and the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures. These non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. Some of these limitations are: • adjusted EBITDA does not reflect tax payments that reduce cash available to us; • adjusted EBITDA excludes depreciation and amortization and, although these are non-cash charges, the property and equipment being depreciated and amortized often will have to be replaced in the future, and adjusted EBITDA does not reflect any cash capital expenditure requirements for such replacements; • adjusted EBITDA excludes the amortization of POP display assets because it is a non-cash charge, and is treated similarly to depreciation of property and equipment and amortization of acquired intangible assets; • adjusted EBITDA and non-GAAP net income (loss) exclude the impairment of intangible assets because it is a non-cash charge that is inconsistent in amount and frequency; • adjusted EBITDA and non-GAAP net income (loss) exclude restructuring costs which primarily include severance-related costs, stock-based compensation expenses and facilities consolidation charges recorded in connection with restructuring actions announced in the first and fourth quarters of 2016, first quarter of 2017 and first quarter of 2018. These expenses do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of current operating performance or comparisons to the operating performance in other periods; • adjusted EBITDA and non-GAAP net income (loss) exclude stock-based compensation expense related to equity awards granted primarily to our workforce. We exclude stock-based compensation expense because we believe that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance. In particular, we note that companies calculate stock-based compensation expense for the variety of award types that they employ using different valuation methodologies and subjective assumptions. These non-cash charges are not factored into our internal evaluation of net income (loss) as we believe their inclusion would hinder our ability to assess core operational performance; 58 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations • non-GAAP net income (loss) excludes acquisition-related costs including the amortization of acquired intangible assets (primarily consisting of acquired technology), the impairment of acquired intangible assets (if applicable), as well as third-party transaction costs incurred for legal and other professional services. These costs are not factored into our evaluation of potential acquisitions, or of our performance after completion of the acquisitions, because these costs are not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such costs are inconsistent and vary significantly based on the timing and magnitude of our acquisition transactions and the maturities of the businesses being acquired; • non-GAAP net income (loss) excludes non-cash interest expense. In connection with the issuance of the Convertible Senior Notes in April 2017, we are required to recognize non-cash interest expense in accordance with the authoritative accounting guidance for convertible debt that may be settled in cash; • non-GAAP net income (loss) excludes a gain on the sale and license of intellectual property. This gain is not related to our core operating performance or reflective of ongoing operating results in the period, and the frequency and amount of such gains are inconsistent; • non-GAAP net income (loss) includes income tax adjustments. Beginning in the first quarter of 2017, we implemented a cash-based non-GAAP tax expense approach (based upon expected annual cash payments for income taxes) for evaluating operating performance as well as for planning and forecasting purposes. This non-GAAP tax approach eliminates the effects of period specific items, which can vary in size and frequency and does not necessarily reflect our long-term operations. Historically, we computed a non-GAAP tax rate based on non-GAAP pre-tax income on a quarterly basis, which considered the income tax effects of the adjustments above; and • other companies may calculate these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures. The following tables present a reconciliation of net income (loss) to adjusted EBITDA: (in thousands) Net income (loss) Income tax (benefit) expense Interest expense, net Depreciation and amortization POP display amortization Stock-based compensation Restructuring costs Adjusted EBITDA Three months ended December 31, 2018 2017 31,671 $ 1,655 4,470 7,290 2,788 9,716 1,217 58,807 $ (55,848 ) (6,943) 4,163 9,218 4,342 15,020 3,504 (26,544 ) $ $ 59 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands) Net income (loss) Income tax expense Interest expense Depreciation and amortization POP display amortization Stock-based compensation Impairment of intangible assets Restructuring costs Adjusted EBITDA 2018 (109,034) $ 1,359 17,278 35,063 13,482 40,887 — 22,743 21,778 $ $ $ Year ended December 31, 2017 (182,873) $ 6,486 12,804 41,478 19,190 51,255 — 20,292 (31,368) $ 2016 (419,003) $ 43,829 1,401 41,639 19,623 69,527 7,088 43,089 (192,807) $ 2015 36,131 $ 16,454 234 28,981 16,829 80,680 — — 179,309 $ 2014 128,088 52,887 5,038 17,945 18,023 71,399 — — 293,380 The following tables present a reconciliation of net income (loss) to non-GAAP net income (loss): (in thousands, except per share data) Net income (loss) Stock-based compensation Acquisition-related costs Restructuring costs Non-cash interest expense Gain on sale and license of intellectual property Income tax adjustments Non-GAAP net income (loss) Non-GAAP income (loss) per share GAAP shares for diluted net income (loss) per share Add: effect of potentially dilutive shares Non-GAAP shares for diluted net income (loss) per share $ $ $ Three months ended December 31, 2018 2017 31,671 $ 9,716 2,101 1,217 2,124 (5,000) 527 42,356 $ 0.30 $ 140,882 2,359 143,241 (55,848 ) 15,020 2,360 3,504 1,979 — (8,334) (41,319 ) (0.30 ) 136,886 — 136,886 60 GoPro, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations (in thousands) Net income (loss) Stock-based compensation Acquisition-related costs Restructuring costs Non-cash interest expense Year ended December 31, $ 2018 (109,034) $ 40,887 11,456 22,743 8,112 2017 (182,873) $ 51,255 8,991 20,292 5,345 2016 (419,003) $ 69,527 17,346 43,089 — 2015 36,131 $ 80,680 5,370 — — 2014 128,088 71,399 1,133 — — Gain on sale and license of intellectual property Income tax adjustments (1) Non-GAAP net income (loss) $ (5,000) (1,073) (31,909) $ — 1,123 (95,867) $ — 87,794 (201,247) $ Non-GAAP diluted income (loss) per share $ (0.23) $ (0.69) $ (1.44) $ — (10,617) 111,564 $ 0.76 $ — (11,707) 188,913 1.32 GAAP shares for diluted net income (loss) per share Add: preferred shares conversion Add: initial public offering shares Non-GAAP shares for diluted net income (loss) per share 139,495 138,056 139,425 146,486 — — — — — — — — 123,630 15,136 4,414 139,495 138,056 139,425 146,486 143,180 (1) Beginning in the first quarter of 2017, we implemented a cash-based non-GAAP expense approach (based upon expected annual cash payments for income taxes) for evaluating operating performance as well as for planning and forecasting purposes. This non-GAAP approach eliminates the effects of period specific items, which can vary in size and frequency and does not necessarily reflect our long-term operations. Historically, we computed a non-GAAP tax rate based on non-GAAP pre-tax income on a quarterly basis, which considered the income tax effects of the adjustments above. 61 Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks in the ordinary course of our business. These risks primarily include foreign currency and interest rate risks as follows: Foreign currency risk. To date, the majority of our product sales and inventory purchases have been denominated in U.S. dollars. We therefore have had insignificant foreign currency risk associated with these two activities. The functional currency of all of our entities is the U.S. dollar. Our operations outside of the United States hold foreign denominated cash balances and incur a majority of their operating expenses in foreign currencies, principally the Euro, Japanese Yen, British Pound and Chinese Yuan. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. However, we believe that the exposure to foreign currency fluctuation from operating expenses is immaterial at this time as the related costs do not constitute a significant portion of our total expenses. As we expand our operations, if foreign currency exchange rates become volatile, or if foreign currency held in our foreign entities increases, our exposure to foreign currency risk could become more significant. To date, we have not entered into any material foreign currency exchange contracts. For assets and liabilities denominated in other currencies, we do not believe that the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar would have a material effect on our results of operations from such a shift. Interest rate risk. Our exposure to market risk for changes in interest rates primarily relates to our cash and cash equivalents and marketable securities. Our cash equivalents and marketable securities are comprised primarily of money market funds, commercial paper, U.S. treasury securities and corporate debt securities. The primary objectives of our investment activities are to preserve principal and provide liquidity without significantly increasing risk. Our cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the relatively short-term nature of our investment portfolio, we do not believe that an immediate 10% increase in interest rates would have a material effect on the fair value of our investment portfolio. The fair value of our Senior Convertible Notes is subject to interest rate risk, market risk and other factors due to the convertible feature. The fair value of the Notes will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of the Notes will generally increase as our Class A common stock price increases and will generally decrease as the common stock price declines. The interest and market value changes affect the fair value of the Notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation. 62 Item 8. Financial Statements and Supplementary Data GoPro, Inc. Index to consolidated financial statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Financial Statement Schedule for the years ended December 31, 2018, 2017 and 2016: Schedule II - Valuation and Qualifying Accounts Page 64 66 67 68 69 71 97 The supplementary financial information required by this Item 8, is included in Part II, Item 7 under the caption Results of Operations, which is incorporated herein by reference. 63 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of GoPro, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of GoPro, Inc. and its subsidiaries (the “Company”) as of December 31, 2018 and December 31, 2017, and the related consolidated statements of operations, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2018, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and December 31, 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customers and the manner in which it accounts for the tax consequences of intra-entity asset transfers in 2018. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 64 Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP San Jose, California February 15, 2019 We have served as the Company’s auditor since 2011. 65 GoPro, Inc. Consolidated Balance Sheets (in thousands, except par values) December 31, 2018 December 31, 2017 Assets Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net Inventory Prepaid expenses and other current assets Total current assets Property and equipment, net Intangible assets, net Goodwill Other long-term assets Total assets Liabilities and Stockholders’ Equity Current liabilities: Accounts payable Accrued liabilities Deferred revenue Total current liabilities Long-term taxes payable Long-term debt Other long-term liabilities Total liabilities $ $ $ 152,095 $ 45,417 129,216 116,458 30,887 474,073 46,567 13,065 146,459 18,195 698,359 $ 148,478 $ 135,892 15,129 299,499 19,553 138,992 28,203 486,247 202,504 44,886 112,935 150,551 62,811 573,687 68,587 24,499 146,459 37,014 850,246 138,257 213,030 19,244 370,531 21,188 130,048 29,774 551,541 Commitments, contingencies and guarantees (Note 11) Stockholders’ equity: Preferred stock, $0.0001 par value, 5,000 shares authorized; none issued Common stock and additional paid-in capital, $0.0001 par value, 500,000 Class A shares authorized, 105,170 and 101,034 shares issued and outstanding, respectively; 150,000 Class B shares authorized, 35,897 and 35,966 shares issued and outstanding, respectively Treasury stock, at cost, 10,710 and 10,710 shares, respectively Accumulated deficit Total stockholders’ equity Total liabilities and stockholders’ equity $ — — 894,755 (113,613) (569,030) 212,112 698,359 $ 854,452 (113,613) (442,134) 298,705 850,246 The accompanying notes are an integral part of these consolidated financial statements. 66 GoPro, Inc. Consolidated Statements of Operations (in thousands, except per share data) Revenue Cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Total operating expenses Operating loss Other income (expense): Interest expense Other income, net Total other expense, net Loss before income taxes Income tax expense Net loss Basic and diluted net loss per share Year ended December 31, $ 2018 1,148,337 $ 786,903 361,434 2017 1,179,741 $ 795,211 384,530 2016 1,185,481 723,561 461,920 167,296 222,096 66,004 455,396 (93,962) (18,683) 4,970 (13,713) (107,675) 1,359 (109,034) $ 229,265 236,581 82,144 547,990 (163,460) (13,660) 733 (12,927) (176,387) 6,486 (182,873) $ 358,902 368,620 107,367 834,889 (372,969 ) (2,992 ) 787 (2,205 ) (375,174 ) 43,829 (419,003) (0.78) $ (1.32) $ (3.01) $ $ Weighted average number of shares outstanding, basic and diluted 139,495 138,056 139,425 The accompanying notes are an integral part of these consolidated financial statements. 67 GoPro, Inc. Consolidated Statements of Stockholders’ Equity (in thousands) Balances at December 31, 2015 Common stock issued under employee benefit plans, net of shares withheld for tax Taxes paid related to net share settlements Shares issued to third-party vendor for services Stock-based compensation expense Stock-based compensation expense related to restructuring Excess tax benefit from stock-based compensation Net loss Balances at December 31, 2016 Common stock issued under employee benefit plans, net of shares withheld for tax Taxes paid related to net share settlements Stock-based compensation expense Repurchase of common stock under Prepaid Forward contract Issuance of Convertible Note Cumulative effect of adoption of new accounting standard Net loss Balances at December 31, 2017 Common stock issued under employee benefit plans, net of shares withheld for tax Taxes paid related to net share settlements Stock-based compensation expense (Note 7) Cumulative effect of adoption of new accounting standards (Note 1) Net loss Balances at December 31, 2018 Common stock and additional paid-in capital Treasury stock Shares Amount Amount Retained earnings (accumulated deficit) Stockholders’ equity 136,601 $ 663,311 $ (35,613) $ 144,335 $ 772,033 3,936 — 822 — — — — 141,359 4,807 — — (9,166) — — — 137,000 4,067 — — 10,103 (6,889) 7,297 69,499 15,566 (1,661) — 757,226 9,732 (12,118) 54,037 (1) 45,211 365 — 854,452 5,099 (6,650) 41,854 — — — — — — — (35,613) — — — (78,000) — — — (113,613) — — — — — — — — — (419,003) (274,668) — — — — — 15,407 (182,873) (442,134) — — — — — 141,067 $ — — 894,755 $ — — (113,613) $ (17,862) (109,034) (569,030) $ 10,103 (6,889) 7,297 69,499 15,566 (1,661) (419,003) 446,945 9,732 (12,118) 54,037 (78,001) 45,211 15,772 (182,873) 298,705 5,099 (6,650) 41,854 (17,862) (109,034) 212,112 The accompanying notes are an integral part of these consolidated financial statements. 68 GoPro, Inc. Consolidated Statements of Cash Flows Year ended December 31, 2018 2017 2016 $ (109,034) $ (182,873) $ (419,003) (in thousands) Operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization Stock-based compensation Excess tax benefit from stock-based compensation (1) Deferred income taxes Non-cash restructuring charges Non-cash interest expense Impairment of intangible assets Gain on sale and license of intellectual property Other Changes in operating assets and liabilities: Accounts receivable, net Inventory Prepaid expenses and other assets Accounts payable and other liabilities Deferred revenue Net cash used in operating activities Investing activities: Purchases of property and equipment, net Purchases of marketable securities Maturities of marketable securities Sale of marketable securities Proceeds from the sale and license of intellectual property Acquisitions, net of cash acquired Net cash provided by (used in) investing activities Financing activities: Proceeds from issuance of common stock Taxes paid related to net share settlement of equity awards Proceeds from issuance of convertible senior notes Prepayment of forward stock repurchase transaction Excess tax benefit from stock-based compensation (1) Payment of deferred acquisition-related consideration Payment of debt issuance costs Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ 69 35,063 40,887 — (389) 6,282 8,112 — (5,000) 1,696 (16,460) 34,093 35,390 (70,400) (2,674) (42,434) (11,004) (57,731) 57,500 — 5,000 — (6,235) 5,169 (6,650) — — — — — (1,481) (259) (50,409) 202,504 152,095 $ 41,478 51,255 — (2,527) 7,315 5,345 — — 4,094 52,278 16,641 9,303 (44,411) 5,249 (36,853) (24,061) (52,318) 21,659 11,623 — — (43,097) 9,751 (12,118) 175,000 (78,000) — (75) (5,964) 88,594 1,746 10,390 192,114 202,504 $ 41,640 69,527 (3,463) 38,568 17,601 — 7,088 — 7,574 (18,816) 21,040 (14,618) 142,941 2,168 (107,753) (43,627) — 119,918 47,348 — (104,353) 19,286 9,664 (6,889) — — 3,463 (950) (3,333) 1,955 (1,046) (87,558) 279,672 192,114 Supplementary cash flow disclosure: Cash paid for interest Cash paid (refunded) for income taxes, net Non-cash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued liabilities $ $ $ 6,125 $ (32,090) $ 3,114 $ 8,370 $ — 9,690 223 $ 5,785 $ 2,258 (1) Effective January 1, 2017, the Company adopted an accounting standard which addresses, among other items, updates to the presentation and treatment of excess tax benefits related to stock-based compensation. The accompanying notes are an integral part of these consolidated financial statements. 70 GoPro, Inc. Notes to Consolidated Financial Statements 1. Summary of business and significant accounting policies GoPro, Inc. and its subsidiaries (GoPro or the Company) helps its consumers capture and share their experiences in immersive and exciting ways. The Company is committed to developing solutions that create an easy, seamless experience for consumers to capture, create and share engaging personal content. To date, the Company’s cameras, drones, and mountable and wearable accessories have generated substantially all of its revenue. The Company sells its products globally through retailers, wholesale distributors and on its website. The Company’s global corporate headquarters are located in San Mateo, California. Basis of presentation. The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (GAAP). The Company’s fiscal year ends on December 31, and its fiscal quarters end on March 31, June 30 and September 30. Principles of consolidation. These consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s consolidated financial statements and accompanying notes. Significant estimates and assumptions made by management include those related to revenue recognition (including sales incentives, sales returns and implied post contract support), stock-based compensation, inventory valuation, product warranty liabilities, the valuation and useful lives of long-lived assets (property and equipment, intangible assets and goodwill) and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. Comprehensive income (loss). For all periods presented, comprehensive income (loss) approximated net income (loss). Therefore, the consolidated statements of comprehensive income (loss) have been omitted. Prior period reclassifications. Reclassifications of certain prior period amounts in the consolidated financial statements have been made to conform to the current period presentation. Cash equivalents and marketable securities. Cash equivalents primarily consist of investments in money market funds with maturities of three months or less from the date of purchase. Marketable securities consist of commercial paper, U.S. treasury securities and corporate debt securities, and are classified as available-for-sale securities. The Company views these securities as available to support current operations and has classified all available-for-sale securities as current assets. Available-for-sale securities are carried at fair value with unrealized gains and losses, if any, included in stockholders’ equity. Unrealized losses are charged against other income, net, for declines in fair value below the cost of an individual investment that is deemed to be other than temporary. The Company has not identified any marketable securities as other-than-temporarily impaired for the periods presented. The cost of securities sold is based upon a specific identification method. Accounts receivable and allowance for doubtful accounts. Accounts receivable are stated at invoice value less estimated allowances for doubtful accounts. Allowances are recorded based on the Company’s assessment of various factors, such as: historical experience, credit quality of its customers, age of the accounts receivable balances, geographic related risks, economic conditions and other factors that may affect a customer’s ability to pay. The allowance for doubtful accounts as of December 31, 2018 and 2017 was $0.5 million and $0.8 million, respectively. Inventory. Inventory consists of finished goods and component parts, which are purchased directly from contract manufacturers or from suppliers. Inventory is stated at the lower of cost or net realizable value on a first-in, first- out basis. The Company writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and estimated market value plus the estimated cost to sell. The Company’s assessment of market value is based upon assumptions around market conditions and estimated 71 GoPro, Inc. Notes to Consolidated Financial Statements future demand for its products within a specified time horizon, generally 12 months. Adjustments to reduce inventory to net realizable value are recognized in cost of revenue. Point of purchase (POP) displays. The Company provides retailers with POP displays, generally free of charge, in order to facilitate the marketing of the Company’s products within retail stores. The POP displays contain a display that broadcasts video images taken by GoPro cameras along with product placement available for cameras and accessories. POP display costs are capitalized as long-term assets and charged to sales and marketing expense over the expected period of benefit, which generally ranges from 24 to 36 months. Cash outflows and amortization related to POP displays are classified as operating activities in the consolidated statement of cash flows. Amortization was $13.5 million, $19.2 million and $19.6 million in 2018, 2017 and 2016, respectively. Property and equipment, net. Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful life of the assets, ranging from one to nine years. Leasehold improvements are amortized over the shorter of the lease term or their expected useful life. Property and equipment pending installation, configuration or qualification are classified as construction in progress. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial assets by applying the following hierarchy: Level 1 Level 2 Level 3 Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access. Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of Level 2 financial instruments is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. Leases. The Company leases its office space and facilities under cancelable and non-cancelable operating leases. For leases that contain rent escalation or rent concession provisions, the Company recognizes rent expense on a straight-line basis over the term of the lease. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception. The Company also calculates a liability for costs that will continue to be incurred under a lease for its remaining term without economic benefit to the Company upon determination of a cease-use date. The fair value of the liability is determined based on remaining lease payments, estimated sublease income and the effects of any prepaid or deferred items recognized under the lease. Goodwill and other intangible assets. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. For intangible assets acquired in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation approaches consistent with the market approach, income approach and/or cost approach are used to measure fair value. Impairment of goodwill and long-lived assets. The Company performs an annual assessment of its goodwill during the fourth quarter of each calendar year or more frequently if indicators of potential impairment exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate it is more likely than not that the fair value of its single reporting unit is less than its carrying value. There was no 72 GoPro, Inc. Notes to Consolidated Financial Statements impairment of goodwill recorded for any periods presented. For the Company’s annual impairment testing in 2018, the Company did not identify any indicators of potential impairment of its single reporting unit. Other indefinite- lived intangible assets are assessed for impairment at least annually. If their carrying value exceeds the estimated fair value, the difference is recorded as an impairment. See Note 4 Consolidated financial statement details, for information regarding impairment charges recorded for indefinite-lived intangible assets. Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. There was no material impairment of long-lived assets for any periods presented. Warranty. The Company records a liability for estimated product warranty costs at the time product revenue is recognized. The Company’s standard warranty obligation to its end-users generally provides a 12-month warranty coverage on all of its products except in the European Union where the Company provides a 2-year warranty. The Company also offers extended warranty programs for a fee. The Company’s estimate of costs to service its warranty obligations is based on its historical experience of repair and replacement of the associated products and expectations of future conditions. The warranty obligation is affected by product failure rates and the related use of materials, labor costs and freight incurred in correcting any product failure. Revenue recognition. The Company derives substantially all of its revenue from the sale of cameras, drones, mounts and accessories and the related implied post contract support to customers. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The transaction price the Company expects to be entitled to is primarily comprised of product revenue, net of returns and variable consideration, including sales incentives provided to customers. For most of the Company’s revenue, revenue is recognized at the time products are delivered and when collection is deemed probable. For customers who purchase products directly from the Company’s website, the Company retains a portion of the risk of loss on these sales during transit, which are accounted for as fulfillment costs. The Company provides sales commissions to internal and external sales representatives which are earned in the period in which revenue is recognized. As a result, the Company expenses such costs as incurred under Accounting Standards Update (ASU) 2014-19 Revenue from Contracts with Customers, which was adopted on January 1, 2018. The Company's standard terms and conditions of sale for non-web based sales do not allow for product returns other than under warranty. However, the Company grants limited rights of return to certain large retailers. The Company reduces revenue and cost of sales for the estimated returns based on analyses of historical return trends by customer class and other factors. An estimated refund liability along with a right to recover assets are recorded for future product returns. Return trends are influenced by product life cycles, new product introductions, market acceptance of products, product sell-through, the type of customer, seasonality and other factors. Return rates may fluctuate over time but are sufficiently predictable to allow the Company to estimate expected future product returns. The Company’s camera and drone sales contain multiple performance obligations that generally include the following three separate obligations: a) a hardware component (camera or drone) and the embedded firmware essential to the functionality of the hardware component delivered at the time of sale, b) the implicit right to the Company's downloadable free apps and software solutions, and c) the implied right for the customer to receive support after the initial sale (post contract support or PCS). The Company’s PCS includes the right to receive on a when and if available basis, future unspecified firmware upgrades and features as well as bug fixes, and email and telephone support. The Company allocates the transaction price to PCS based on a cost-plus method. The transaction price is allocated to the remaining performance obligations on a residual value method. The Company’s process to allocate the transaction price considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable, including: the level of support provided to customers, estimated costs to provide the Company’s support, the amount of time and cost that is allocated to the Company’s efforts to develop the undelivered elements and market trends in the pricing for similar offerings. 73 GoPro, Inc. Notes to Consolidated Financial Statements The transaction prices allocated to the delivered hardware, related embedded firmware and free software solutions are recognized as revenue at the time of sale, provided the conditions for recognition of revenue have been met. The transaction price allocated to PCS is deferred and recognized as revenue on a straight-line basis over the estimated term of the support period, which is estimated to be 15 months based on historical experience. Deferred revenue as of December 31, 2018 and December 31, 2017 also included immaterial amounts related to the Company’s GoPro Care and GoPro Plus fee-based service offerings. The Company’s deferred revenue balance was $16.1 million as of December 31, 2018 and the Company recognized $17.0 million of related revenue during the year ended December 31, 2018. Prior to January 1, 2018, the Company recognized revenue under Accounting Standards Codification (ASC) 605, Revenue Recognition. ASC 605 is materially similar to ASC 606, Revenue from Contracts with Customers, with the following differences: • The Company recognized revenue when persuasive evidence of an arrangement existed, delivery had occurred, the sales price was fixed and determinable and collectability was reasonably assured. • The Company allocated the transaction price based on its best estimate of the selling price (BESP). The Company’s process for determining BESP was materially the same as its’ current allocation of the transaction price to each performance obligation. • Sales incentives were recorded as a reduction to revenue in the period the incentives were offered to customers or the related revenue was recognized, whichever was later. Additionally, the Company allocated the transaction price based on its best estimate of the selling price (BESP). The Company’s process for determining BESP was materially the same as its’ current allocation of the transaction price to each performance obligation. Lastly, sales incentives were recorded as a reduction to revenue in the period the incentives were offered to customers or the related revenue was recognized, whichever was later. Sales incentives. The Company offers sales incentives through various programs, including cooperative advertising, price protection, marketing development funds and other incentives. Sales incentives are considered to be variable consideration, which the Company estimates and records as a reduction to revenue at the date of sale. The Company estimates sales incentives based on historical experience, product sell-through and other factors. Shipping costs. Amounts billed to customers for shipping and handling are classified as revenue and the Company’s related shipping and handling costs incurred are classified as cost of revenue. Sales taxes. Sales taxes collected from customers and remitted to respective governmental authorities are recorded as liabilities and are not included in revenue. Advertising costs. Advertising costs consist of costs associated with print, television and e-commerce media advertisements and are expensed as incurred. The Company incurs promotional expenses resulting from payments under event, resort and athlete sponsorship contracts. These sponsorship arrangements are considered to be executory contracts and, as such, the costs are expensed as performance under the contract is received. The costs associated with the preparation of sponsorship activities, including the supply of GoPro products, media team support, and activation fees are expensed as incurred. Prepayments made under sponsorship agreements are included in prepaid expenses or other long-term assets depending on the period to which the prepayment applies. Advertising costs were $73.0 million, $61.3 million and $106.0 million in 2018, 2017 and 2016, respectively. Stock-based compensation. Stock-based awards granted to employees and directors are measured at fair value and recognized as an expense. The Company primarily issues restricted stock units and accounts for forfeitures as they occur. For service-based awards, stock-based compensation is recognized on a straight-line basis over the requisite service period. For performance and market-based awards which also require a service period, the Company uses graded vesting over the longer of the derived service period or when the performance or market condition is satisfied. Foreign currency. The U.S. dollar is the functional currency of the Company’s foreign subsidiaries. The Company remeasures monetary assets or liabilities denominated in currencies other than the U.S. dollar using 74 GoPro, Inc. Notes to Consolidated Financial Statements exchange rates prevailing on the balance sheet date, and non-monetary assets and liabilities at historical rates. Foreign currency remeasurement and transaction gains and losses are included in other income, net and have not been material for any periods presented. Income taxes. The Company utilizes the asset and liability method for computing its income tax provision, under which deferred tax assets and liabilities are recognized for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates. Management makes estimates, assumptions and judgments to determine the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation losses recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery is not likely, establishes a valuation allowance. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense. Segment information. The Company operates as one operating segment as it only reports financial information on an aggregate and consolidated basis to its Chief Executive Officer, who is the Company’s chief operating decision maker. 75 GoPro, Inc. Notes to Consolidated Financial Statements Recent accounting standards Standard Description Standards that were adopted Income Taxes ASU No. 2016- 16 (Topic 740) This standard requires entities to recognize the income tax consequences of intra-entity asset transfers when they occur, which removes the exception to postpone recognition until the asset has been sold to an outside party. Stock Compensation ASU No. 2017- 09 (Topic 718) Revenue from Contracts with Customers ASU No. 2014- 09, 2015-14, 2016-08, 2016- 10 and 2016-12 (Topic 606) This standard clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this standard, modification accounting is required only if the fair value, the vesting conditions or the classification of an award as equity or liability changes as a result of the change in terms or conditions. The updated revenue standard establishes principles for recognizing revenue and develops a common revenue standard for all industries. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard requires that entities disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Company’s date of adoption January 1, 2018 January 1, 2018 Effect on the consolidated financial statements or other significant matters The adoption of the standard resulted in the recognition of previously unrecognized deferred charges using a modified retrospective method. The Company recorded a reversal of $15.0 million of deferred charges, an increase to United States deferred tax assets of $1.2 million with a corresponding United States valuation allowance of $1.2 million. The net impact to equity was an increase in the accumulated deficit of approximately $15.0 million upon adoption. The adoption of ASU 2017-09 did not impact the Company’s consolidated financial statements and related disclosures. The Company adopted the standard on a prospective basis. January 1, 2018 Under the updated revenue standard, the recognition of product revenue at the time the product is delivered, and PCS revenue on a straight-line basis remains consistent with the Company’s previous revenue policy. Sales incentives are considered variable consideration under the new standard and are accounted for as a reduction to the transaction price. This change resulted in a reduction of revenue being recorded earlier than under the previous guidance. As a result of the adoption of the new standard, the Company recorded a $2.9 million increase to its accumulated deficit on January 1, 2018, of which, $4.9 million related to certain estimated sales incentives which would have been recognized at the time the product was shipped in the prior period. Additionally, for customers who purchased products directly from the Company’s website, the new standard provides for a policy election whereby the Company has recorded revenue when the related product was shipped. This change resulted in recognition of revenue earlier than under previous guidance. Upon adoption, the Company’s accumulated deficit decreased by $2.0 million related to revenue that would have been recognized in the prior period from the Company’s website sales that had shipped but had not been delivered as of December 31, 2017. In addition, the Company recorded a $1.0 million increase to deferred tax assets and a corresponding $1.0 million increase in valuation allowance. Additionally, under the new standard, the Company reclassed its refund liability from an offset to accounts receivable to an increase in accrued liabilities, which increased the Company’s days sales outstanding. The Company adopted the standard using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Prior periods were not retrospectively adjusted. Refer below for the impact on each financial statement line item as of and for the full year ended December 31, 2018 due to the adoption of the standard. 76 GoPro, Inc. Notes to Consolidated Financial Statements The cumulative effect of the changes made to the Company’s consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09, Revenue from Contracts with Customers and ASU 2016-16, Income Taxes — Intra- Entity Transfers of Assets Other Than Inventory, were as follows: (in thousands) Accumulated deficit Balance at December 31, 2017 Adjustment due to ASU 2014-09 Adjustment due to ASU 2016-16 Balance at January 1, 2018 $ (442,134) $ (2,872) $ (14,990) $ (459,996) The adoption of ASU 2014-09 (ASC 606) impacted the timing of revenue recognized related to certain sales incentives and sales from the Company’s website, which impacted the revenue and current deferred revenue consolidated financial statement line items. Additionally, under ASC 606, the Company presents an estimated refund liability along with a right to recover asset for future product returns, which impacts the accounts receivable, net, inventory, net, prepaid expenses and other assets, and accrued liabilities consolidated financial statement line items resulting in an increase in the Company’s accounts receivable days sales outstanding (DSO) calculation. These adjustments do not impact net cash used in operating activities, however, they do impact the changes in operating assets and liabilities for the related accounts within the disclosure of operating activities on the consolidated statements of cash flows. Refer to the tables below for the quantitative impact to the Company’s consolidated financial statements for the periods ended December 31, 2018 due to the adoption of ASC 606. (in thousands) Revenue (in thousands) Accounts receivable, net Inventory, net Prepaid expenses and other current assets Accrued liabilities Current deferred revenue Year ended December 31, 2018 As Reported Under ASC 606 Effect of Change Balance Under ASC 605 $ 1,148,337 $ 2,659 $ 1,150,996 As of December 31, 2018 As Reported Under ASC 606 Effect of Change Balance Under ASC 605 $ 129,216 $ 116,458 30,887 135,892 15,129 (13,100) $ 5,474 (5,474) (13,100) 2,184 116,116 121,932 25,413 122,792 17,313 77 GoPro, Inc. Notes to Consolidated Financial Statements Expected date of adoption January 1, 2019 Standard Description Standards not yet adopted Leases ASU No. 2016-02, 2018-10, 2018-11, (Topic 842) This standard requires lessees to reflect most leases on their balance sheets and recognize the expenses on their income statements in a manner similar to current practice. Lessees would recognize a right- to-use asset and a lease liability for all leases with terms of more than 12 months. The new standard should be applied on a modified retrospective basis or using the cumulative effect transition method. Effect on the consolidated financial statements or other significant matters The Company identified its population of lease arrangements by reviewing its current lease agreements to identify the changes to total assets and total liabilities on the Company’s consolidated balance sheet as a result of adopting the standard. The Company plans to elect the package of practical expedients, which among other things, allows the Company to maintain its existing classification of its current leases. The Company also plans to elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Additionally, the Company plans to make a policy election to maintain its current lease accounting for leases with an initial term of 12 months or less. The Company plans to adopt the standard using the cumulative effect transition method. While the Company is finalizing the impact of its restructuring plans on its right of use asset calculation, the Company expects the adoption of the standard will result in the recognition of additional lease liabilities of approximately $89 million to $93 million. The Company does not believe the standard will have a material impact on its consolidated income statement and consolidated statement of cash flows. Intangible - Goodwill and Other ASU No. 2017-04 (Topic 350) This standard simplifies the accounting for goodwill and removes Step 2 of the annual goodwill impairment test. Upon adoption, goodwill impairment will be determined based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017, and requires use of a prospective transition method. January 1, 2020 The Company does not expect that the adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. Although there are several other new accounting standards issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial statements. 2. Business Acquisitions In 2016, the Company completed acquisitions of two privately-held mobile editing application companies for total cash consideration of approximately $104 million. The aggregate allocation of the purchase prices primarily included $17.4 million of identifiable intangible assets, $3.4 million of net deferred tax liabilities and approximately $89 million of residual goodwill. Net tangible assets acquired were not material. In addition to the amounts above, aggregate deferred cash and stock compensation of up to approximately $35 million is payable to certain continuing employees subject to meeting specified future employment conditions. This amount is being recognized as compensation expense over the requisite service periods of up to four years from the respective acquisition dates, including approximately $22 million recognized in 2016. Goodwill is primarily attributable to expected synergies in the technologies that can be leveraged by the Company in future product offerings related to device and software related offerings. Goodwill is not expected to be deductible for United States income tax purposes. The operating results of the acquired companies have been included in the Company’s consolidated financial statements from the date of acquisition. 78 GoPro, Inc. Notes to Consolidated Financial Statements Actual and pro forma results of operations for these acquisitions have not been presented because they did not have a material impact to the Company’s consolidated results of operations, either individually or in aggregate. 3. Fair value measurements The Company’s assets that are measured at fair value on a recurring basis within the fair value hierarchy are summarized as follows: (in thousands) Cash equivalents (1): Money market funds Commercial paper Corporate debt securities Agency securities Total cash equivalents Marketable securities: U.S. treasury securities Commercial paper Corporate debt securities Total marketable securities December 31, 2018 December 31, 2017 Level 1 Level 2 Total Level 1 Level 2 Total $ $ $ $ 10,901 $ 7,577 — — 18,478 $ — $ 20,657 — 20,657 $ — $ — — — — $ 6,336 $ — 18,424 24,760 $ 10,901 $ 7,577 — — 18,478 $ 6,336 $ 20,657 18,424 45,417 $ 25,251 $ 14,981 — — 40,232 $ — $ 19,888 — 19,888 $ — $ — 2,500 4,999 7,499 $ 4,995 $ — 20,003 24,998 $ 25,251 14,981 2,500 4,999 47,731 4,995 19,888 20,003 44,886 (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. Cash balances were $133.6 million and $154.8 million as of December 31, 2018 and 2017, respectively. There were no transfers of financial assets between levels for the periods presented. Cash equivalents and marketable securities are classified as Level 1 or Level 2 because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The contractual maturities of available-for-sale marketable securities as of December 31, 2018 and 2017 were all less than one year in duration. At December 31, 2018 and 2017, the Company had no financial assets or liabilities that were classified as Level 3, which are valued based on inputs supported by little or no market activity. At December 31, 2018 and 2017, the amortized cost of the Company’s cash equivalents and marketable securities approximated their fair value and there were no material realized or unrealized gains or losses, either individually or in the aggregate. In April 2017, the Company issued $175.0 million principal amount of Convertible Senior Notes due 2022 (Notes) (see Note 5 Financing Arrangements). The estimated fair value of the Notes is based on quoted market prices of the Company’s instruments in markets that are not active and are classified as Level 2 within the fair value hierarchy. The Company estimated the fair value of the Notes by evaluating quoted market prices and calculating the upfront cash payment a market participant would require to assume these obligations. The calculated fair value of the Notes of $143.3 million, is highly correlated to the Company’s stock price and as a result, significant changes to the Company’s stock price will have a significant impact on the calculated fair value of the Notes. For certain other financial assets and liabilities, including accounts receivable, accounts payable and other current assets and liabilities, the carrying amounts approximate their fair value primarily due to the relatively short maturity of these balances. 79 GoPro, Inc. Notes to Consolidated Financial Statements 4. Consolidated financial statement details The following sections and tables provide details of selected balance sheet items. Inventory (in thousands) Components Finished goods Total inventory Property and equipment, net (in thousands) Leasehold improvements Production, engineering and other equipment Tooling Computers and software Furniture and office equipment Tradeshow equipment and other Construction in progress Gross property and equipment Less: Accumulated depreciation and amortization Property and equipment, net Useful life (in years) 1–9 1-4 1–2 2 3 2–5 $ December 31, 2018 December 31, 2017 18,995 131,556 19,205 $ 97,253 116,458 $ 150,551 $ December 31, 2018 December 31, 2017 $ 67,713 66,198 $ 43,019 17,808 20,865 14,969 7,009 80 169,948 (123,381) $ 46,567 $ 47,502 24,871 20,636 14,895 7,237 347 183,201 (114,614) 68,587 Depreciation expense was $23.6 million in 2018, and $32.4 million in 2017 and 2016. In 2017 and 2016, the Company recorded accelerated depreciation charges in connection with its plans to vacate certain leased office facilities as disclosed in Note 13 Restructuring charges. Intangible assets (in thousands) Purchased technology Domain name Total intangible assets (in thousands) Purchased technology IPR&D Total intangible assets Useful life (in months) December 31, 2018 Gross carrying value Accumulated amortization Net carrying value 20-72 $ $ 50,501 $ 15 50,516 $ (37,451) $ — (37,451) $ 13,050 15 13,065 Useful life (in months) 24-72 $ Gross carrying value 49,901 615 50,516 $ $ $ December 31, 2017 Accumulated amortization Net carrying value (26,017) $ — (26,017) $ 23,884 615 24,499 In 2018 and 2017, the Company did not record any impairment charges for in-process research and development (IPR&D) assets. In 2016, the Company recorded impairment charges of $6.3 million to research and development expense for abandoned IPR&D assets. 80 GoPro, Inc. Notes to Consolidated Financial Statements Amortization expense was $11.4 million, $9.0 million and $9.1 million in 2018, 2017 and 2016, respectively. At December 31, 2018, expected amortization expense of intangible assets with definite lives for future periods was as follows: (in thousands) Year ending December 31, 2019 2020 2021 2022 2023 Other long-term assets (in thousands) POP displays Long-term deferred tax assets Deposits and other Other long-term assets Accrued liabilities (in thousands) Accrued sales incentives Accrued payables (1) Employee related liabilities (1) Refund liability (2) Warranty liability Inventory received Customer deposits Purchase order commitments Income taxes payable Other Accrued liabilities Total 7,818 4,363 869 — — 13,050 $ $ $ $ December 31, 2018 December 31, 2017 16,451 $ 9,130 $ 945 8,120 18,195 $ 825 19,738 37,014 December 31, 2018 December 31, 2017 89,549 44,582 24,945 — 9,934 14,470 8,700 6,162 1,247 13,441 213,030 40,918 $ 34,696 19,775 13,100 9,604 5,061 3,105 2,015 1,948 5,670 135,892 $ $ (1) See Note 13 Restructuring charges, for amounts associated with restructuring liabilities. (2) See Note 1 Summary of business and significant accounting policies for a discussion on recently adopted accounting standards. Product warranty (in thousands) Beginning balance Charged to cost of revenue Settlement of warranty claims Warranty liability Year ended December 31, 2018 2017 2016 $ $ 10,373 $ 24,725 (24,127) 10,971 $ 11,945 $ 20,139 (21,711) 10,373 $ 10.856 19.272 (18.183) 11.945 81 GoPro, Inc. Notes to Consolidated Financial Statements At December 31, 2018, $9.6 million of the warranty liability was recorded as an element of accrued liabilities and $1.4 million was recorded as an element of other long-term liabilities. 5. Financing Arrangements Credit Facility In March 2016, the Company entered into a Credit Agreement (Credit Agreement) with certain banks which provides for a secured revolving credit facility (Credit Facility) under which the Company may borrow up to an aggregate amount of $250.0 million. The Company and its lenders may increase the total commitments under the Credit Facility to up to an aggregate amount of $300.0 million, subject to certain conditions. The Credit Facility will terminate and any outstanding borrowings become due and payable in March 2021. The amount that may be borrowed under the Credit Facility is determined at periodic intervals and is based upon the Company’s inventory and accounts receivable balances. Borrowed funds accrue interest based on an annual rate of (a) London Interbank Offered Rate (LIBOR) or (b) the administrative agent’s base rate, plus an applicable margin of between 1.50% and 2.00% for LIBOR rate loans, and between 0.50% and 1.00% for base rate loans. The Company is required to pay a commitment fee on the unused portion of the Credit Facility of 0.25% or 0.375% per annum, based on the level of utilization of the Credit Facility. Amounts owed under the Credit Agreement and related credit documents are guaranteed by GoPro, Inc. and its material subsidiary. GoPro, Inc. and its Netherlands subsidiary have also granted security interests in substantially all of their assets to collateralize this obligation. The Credit Agreement contains customary covenants, such as financial statement reporting requirements and limiting the ability of the Company and its subsidiaries to pay dividends or incur debt, create liens and encumbrances, make investments, and redeem or repurchase stock. The Company is required to maintain a minimum fixed charge coverage ratio if and when the unborrowed availability under the Credit Facility is less than the greater of $25.0 million or 10.0% of the borrowing base at such time. The Credit Agreement also contains customary events of default, such as the failure to pay obligations when due, initiation of bankruptcy or insolvency proceedings, or defaults on certain other indebtedness. Upon an event of default, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. At December 31, 2018 and 2017, the Company was in compliance with all financial covenants contained in the Credit Agreement. The Company has made no borrowings from the Credit Facility to date. Convertible Notes In April 2017, the Company issued $175.0 million aggregate principal amount of 3.50% Convertible Senior Notes due 2022 (Notes). The Notes are senior, unsecured obligations of GoPro and mature on April 15, 2022 (Maturity Date), unless earlier repurchased or converted into shares of Class A common stock under certain circumstances. The Notes are convertible into cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election, at an initial conversion rate of 94.0071 shares of Class A common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $10.64 per share of common stock, subject to adjustment. Based on current and projected liquidity, the Company has the intent and ability to deliver cash up to the principal amount of the Notes then outstanding upon conversion. The Company pays interest on the Notes semi-annually in arrears on April 15 and October 15 of each year. The $175.0 million of proceeds received from the issuance of the Notes were allocated between long-term debt (liability component) of $128.3 million and additional paid-in-capital (equity component) of $46.7 million on the consolidated balance sheet. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the Notes. The liability component will be accreted up to the face value of the Notes of $175.0 million, which will result in additional non-cash interest expense being recognized in the consolidated statements of operations through the Notes’ Maturity Date. The accretion of the Notes to par and debt issuance cost recorded to long-term debt is amortized into interest expense over the term of the Note using an effective interest rate of 82 GoPro, Inc. Notes to Consolidated Financial Statements approximately 10.5%. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The Company incurred approximately $5.7 million of issuance costs related to the issuance of the Notes, of which $4.2 million and $1.5 million were recorded to long-term debt and additional paid-in capital, respectively. The $4.2 million of issuance costs recorded as long-term debt on the consolidated balance sheet are being amortized over the five-year contractual term of the Notes using the effective interest method. The Company may not redeem the Notes prior to the Maturity Date and no sinking fund is provided for the Notes. The indenture includes customary terms and covenants, including certain events of default after which the Notes may be due and payable immediately. Holders have the option to convert the Notes in multiples of $1,000 principal amount at any time prior to January 15, 2022, but only in the following circumstances: • during any calendar quarter beginning after the calendar quarter ending on September 30, 2017, if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the Notes on each applicable trading day; • during the five-business day period following any five consecutive trading day period in which the trading price for the Notes is less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate for the Notes on each such trading day; or • upon the occurrence of specified corporate events. At any time on or after January 15, 2022 until the second scheduled trading day immediately preceding the Maturity Date of the Notes on April 15, 2022, a holder may convert its Notes, in multiples of $1,000 principal amount. Holders of the Notes who convert their Notes in connection with a make-whole fundamental change (as defined in the indenture) are, under certain circumstances, entitled to an increase in the conversion rate. In addition, in the event of a fundamental change prior to the Maturity Date, holders will, subject to certain conditions, have the right, at their option, to require the Company to repurchase for cash all or part of the Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the repurchase date. As of December 31, 2018 and 2017, the outstanding principal on the Notes was $175.0 million, the unamortized debt discount was $33.3 million and $41.4 million, respectively, the unamortized debt issuance cost was $2.7 million and $3.6 million, respectively, and the net carrying amount of the liability component was $139.0 million and $130.0 million, respectively, which was recorded as long-term debt within the consolidated balance sheets. For the year ended December 31, 2018 and 2017, the Company recorded interest expense of $6.1 million and $4.4 million, respectively, for contractual coupon interest, $0.8 million and $0.6 million, respectively, for amortization of debt issuance costs, and $8.1 million and $5.3 million, respectively, for amortization of the debt discount. In connection with the offering, the Company entered into a prepaid forward stock repurchase transaction (Prepaid Forward) with a financial institution (Forward Counterparty). Pursuant to the Prepaid Forward, the Company used approximately $78.0 million of the net proceeds from the offering of the Notes to fund the Prepaid Forward. The aggregate number of shares of the Company’s Class A common stock underlying the Prepaid Forward was approximately 9.2 million. The expiration date for the Prepaid Forward is April 15, 2022, although it may be settled earlier in whole or in part. Upon settlement of the Prepaid Forward, at expiration or upon any early settlement, the Forward Counterparty will deliver to the Company the number of shares of Class A common stock underlying the Prepaid Forward or the portion thereof being settled early. The shares purchased under the Prepaid Forward are treated as treasury stock on the consolidated balance sheet (and not outstanding for purposes of the calculation of basic and diluted income (loss) per share), but will remain outstanding for corporate law purposes, including for purposes of any future stockholders’ votes, until the Forward Counterparty delivers the shares underlying the Prepaid Forward to the Company. The Company’s Prepaid Forward hedge transaction exposes the Company to credit risk to the extent that its counterparty may be unable to meet the terms of the transaction. The Company mitigates this risk by limiting its counterparty to a major financial institution. 83 GoPro, Inc. Notes to Consolidated Financial Statements 6. Stockholders’ equity Common stock. The Company has two classes of authorized common stock: Class A common stock with 500 million shares authorized and Class B common stock with 150 million shares authorized. As of December 31, 2018, 105.2 million shares of Class A stock were issued and outstanding and 35.9 million shares of Class B stock were issued and outstanding. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting power and conversion rights. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible at any time at the option of the stockholder into one share of Class A common stock and has no expiration date. The Class B common stock is also convertible into Class A common stock on the same basis upon any transfer, whether or not for value, except for “permitted transfers” as defined in the Company’s restated certificate of incorporation. Each share of Class B common stock will convert automatically into one share of Class A common stock upon the date when the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of common stock then outstanding. As of December 31, 2018, the Class B stock continued to represent greater than 10% of the overall outstanding shares. The Company had the following shares of common stock reserved for issuance upon the exercise of equity instruments as of December 31, 2018: (in thousands) Stock options outstanding Restricted stock units outstanding Performance stock units outstanding Common stock available for future grants Total common stock shares reserved for issuance 7. Employee benefit plans December 31, 2018 5,993 7,217 300 31,421 44,931 Equity incentive plans. The Company has outstanding equity grants from its three stock-based employee compensation plans: the 2014 Equity Incentive Plan (2014 Plan), the 2010 Equity Incentive Plan (2010 Plan) and the 2014 Employee Stock Purchase Plan (ESPP). No new options or awards have been granted under the 2010 Plan since June 2014. Outstanding options and awards under the 2010 Plan continue to be subject to the terms and conditions of the 2010 Plan. The 2014 Plan serves as a successor to the 2010 Plan and provides for the granting of incentive and nonqualified stock options, restricted stock awards (RSAs), restricted stock units (RSUs), stock appreciation rights, stock bonus awards and performance awards to qualified employees, non-employee directors and consultants. Options granted under the 2014 Plan generally expire within ten years from the date of grant and generally vest over one to four years. RSUs granted under the 2014 Plan generally vest over two to four years based upon continued service and are settled at vesting in shares of the Company’s Class A common stock. Performance stock units (PSUs) granted under the 2014 Plan generally vest over three years based upon continued service and the Company achieving certain revenue targets, and are settled at vesting in shares of the Company’s Class A common stock. The Company accounts for forfeitures of stock-based payment awards in the period they occur. The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock through payroll deductions at a price equal to 85% of the lesser of the fair market value of the stock as of the first date or the ending date of each six-month offering period. The 2014 Plan and the ESPP also provide for automatic annual increases in the number of shares reserved for future issuance. 84 GoPro, Inc. Notes to Consolidated Financial Statements Employee retirement plan. The Company has a defined contribution retirement plan covering the United States and other international full-time employees that provides for voluntary employee contributions from 1% to 100% of annual compensation, subject to a maximum limit allowed by Internal Revenue Service guidelines. The Company matches 100% of each employee’s contributions up to a maximum of 4% of the employee’s eligible compensation. The Company’s matching contributions to the plan were $4.3 million, $5.5 million and $7.2 million in 2018, 2017 and 2016, respectively. Stock options A summary of the Company’s stock option activity is as follows: Outstanding at December 31, 2017 Granted Exercised Forfeited/Cancelled Outstanding at December 31, 2018 Shares (in thousands) Weighted average exercise price 11.16 5.77 0.74 16.26 7.28 9,809 $ 1,333 (654) (4,495) 5,993 $ Vested and expected to vest at December 31, 2018 Exercisable at December 31, 2018 5,988 $ 4,459 $ 7.28 7.40 Weighted- average remaining contractual term (in years) Aggregate intrinsic value (in thousands) 6.00 $ 19,971 5.44 $ 5.44 $ 4.20 $ 7,897 7,897 7,897 The weighted average grant date fair value of all options granted and assumed was $2.95, $4.06 and $4.84 per share in 2018, 2017 and 2016, respectively. The total fair value of all options vested was $6.1 million, $19.5 million and $27.2 million in 2018, 2017 and 2016, respectively. The aggregate intrinsic value of the stock options outstanding as of December 31, 2018 represents the value of the Company’s closing stock price on the last trading day of the year in excess of the exercise price multiplied by the number of options outstanding. Restricted stock units A summary of the Company’s RSU activity is as follows: Non-vested shares at December 31, 2017 Granted Vested Forfeited Non-vested shares at December 31, 2018 Shares (in thousands) Weighted average grant date fair value 9,483 $ 4,612 (3,559) (3,319) 7,217 $ 11.87 5.83 11.70 11.75 8.15 The weighted average grant date fair value of all RSUs granted was $5.83, $9.40 and $12.10 per share in 2018, 2017 and 2016, respectively. The total fair value of all RSUs vested was $41.6 million, $57.7 million and $49.5 million in 2018, 2017 and 2016, respectively. In June 2014, the Company granted an award of 4.5 million RSUs covering shares of the Company’s Class B common stock to the Company’s CEO (CEO RSUs), which included 1.5 million RSUs that vested immediately upon grant and 3.0 million RSUs that were subject to both a market-based vesting condition and a three-year service-based vesting condition. The market-based condition was achieved in January 2015. Stock-based 85 GoPro, Inc. Notes to Consolidated Financial Statements compensation expense related to the CEO RSUs was zero, $0.6 million and $6.4 million for 2018, 2017 and 2016, respectively. Performance stock units In 2018, the Company granted PSUs to certain executives and employees. PSUs are subject to both a one-year performance-based vesting condition and a three-year service-based vesting condition. The performance-based condition is related to the Company achieving certain revenue targets. A summary of the Company’s PSU activity is as follows: Non-vested shares at December 31, 2017 Granted Vested Forfeited Non-vested shares at December 31, 2018 The total fair value of all PSUs vested was zero in 2018. Shares (in thousands) Weighted average grant date fair value — $ 334 — (34) 300 $ — 5.76 — 5.74 5.76 Employee stock purchase plan. In 2018, 2017 and 2016, the Company issued 981,000, 934,000 and 668,000 shares under its ESPP, respectively, at weighted average prices of $4.78, $8.02 and $9.15, respectively. Fair value disclosures. The Company measures compensation expense for all stock-based payment awards based on the estimated fair values on the date of the grant. The fair value of RSUs and PSUs are determined using the Company’s closing stock price on the date of grant. The fair value of stock options granted and purchases under the Company’s ESPP is estimated using the Black-Scholes option pricing model. Expected term of stock options granted was estimated based on the simplified method. Expected stock price volatility was estimated by taking the Company’s average historic volatility and the historical volatility for industry peers based on daily price observations over a period equivalent to the expected term. Risk-free interest rate was based on the yields of U.S. Treasury securities with maturities similar to the expected term. Dividend yield was zero as the Company does not have any history of, nor plans to make, dividend payments. The fair value of stock options granted was estimated as of the grant date using the following assumptions: Volatility Expected term (years) Risk-free interest rate Dividend yield Year ended December 31, 2018 51% 5.4-6.1 2017 2016 44%-49% 44%-45% 5.3-5.8 5.2-6.1 2.7%-3.0% 1.8%-2.1% 1.2%-2.0% —% —% —% The fair value of stock purchase rights granted under the ESPP was estimated using the following assumptions: Volatility Expected term (years) Risk-free interest rate Dividend yield Year ended December 31, 2018 2017 2016 48%-53% 33%-36% 43%-54% 0.5 0.5 0.5 1.8%-2.2% 0.7%-1.2% 0.4%-0.5% —% —% —% 86 GoPro, Inc. Notes to Consolidated Financial Statements Stock-based compensation expense. The following table summarizes stock-based compensation expense included in the consolidated statements of operations: (in thousands) Cost of revenue Research and development Sales and marketing General and administrative Total stock-based compensation expense Year ended December 31, 2017 2018 2016 $ $ 1,954 $ 19,636 9,459 9,838 40,887 $ 1,935 $ 24,963 10,498 13,859 51,255 $ 1,616 31,365 13,883 22,663 69,527 The income tax benefit related to stock-based compensation expense was zero for 2018, 2017 and 2016 due to a full valuation allowance on the Company’s United States deferred tax assets (see Note 9 Income taxes). At December 31, 2018, total unearned stock-based compensation of $49.0 million related to stock options, RSUs, and ESPP shares is expected to be recognized over a weighted average period of 2.2 years. 8. Net loss per share The following table presents the calculations of basic and diluted net loss per share: (in thousands, except per share data) Numerator: Net loss Denominator: Year ended December 31, 2017 2016 2018 $ (109,034) $ (182,873) $ (419,003) Weighted-average common shares—basic and diluted for Class A and Class B common stock 139,495 138,056 139,425 Basic and diluted net loss per share $ (0.78) $ (1.32) $ (3.01) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive: (in thousands) Anti-dilutive stock-based awards Year ended December 31, 2017 2018 15,267 18,994 2016 21,000 87 GoPro, Inc. Notes to Consolidated Financial Statements The Company has the intent and ability to deliver cash up to the principal amount of the Notes subject to conversion, based on the Company’s current and projected liquidity. As such, no shares associated with the Note conversion were included in the Company’s weighted-average number of common shares outstanding for any periods presented. The Company’s Notes mature on April 15, 2022, unless earlier repurchased or converted into shares of Class A common stock under certain circumstances as described further in Note 5 Financing Arrangements. The Notes are convertible into cash, shares of the Company’s Class A common stock, or a combination thereof, at the Company’s election. While the Company has the intent and ability to deliver cash up to the principal amount, the maximum number of shares issuable upon conversion of the Notes is 20.6 million shares of Class A common stock. Additionally, the calculation of weighted-average shares outstanding for the year ended December 31, 2018 and 2017, excludes approximately 9.2 million shares and 6.6 million shares, respectively, effectively repurchased and held in treasury stock on the consolidated balance sheets as a result of the Prepaid Forward transaction entered into in connection with the Note offering. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible at any time at the option of the stockholder into one share of Class A common stock and has no expiration date. Each share of Class B common stock will convert automatically into one share of Class A common stock upon the date when the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of common stock then outstanding. Class A common stock is not convertible into Class B common stock. The computation of the diluted net loss per share of Class A common stock assumes the conversion of Class B common stock. 9. Income taxes Loss before income taxes consisted of the following: (in thousands) United States Foreign Year ended December 31, 2017 (123,325) $ (53,062) (176,387) $ 2018 (110,318) $ 2,643 (107,675) $ 2016 (200,595) (174,579 ) (375,174) $ $ In 2018, the Company made changes to its overall entity structure, including elections to treat certain wholly- owned foreign subsidiaries as disregarded entities (foreign branches) for United States income tax purposes. Income tax expense consisted of the following: (in thousands) Current Federal State Foreign Total current Deferred Federal State Foreign Total deferred Income tax expense Year ended December 31, 2018 2017 2016 $ $ (2,821) $ 175 4,394 1,748 248 — (637) (389) 1,359 $ (1,857) $ 240 10,631 9,014 (248) — (2,280) (2,528) 6,486 $ (2,925) (356 ) 8,542 5,261 37,573 4,436 (3,441 ) 38,568 43,829 88 GoPro, Inc. Notes to Consolidated Financial Statements (dollars in thousands) Reconciliation to statutory rate Tax at federal statutory rate Change in valuation allowance DTA rate change impact due to TCJA Impact of foreign operations Stock-based compensation State income taxes, net of federal benefit $ Impact of IRS audit Restructuring adjustment Tax credits Permanent tax adjustments Other Income tax provision at effective tax rate $ Year ended December 31, 2018 2017 2016 $ % $ % $ % (22,612) 42,772 — 3,285 10,974 (2,997) (9,687) (18,694) (5,996) 3,786 528 1,359 21.0 % $ (39.7 ) — (3.1 ) (10.2 ) 2.8 9.0 17.4 5.6 (3.5 ) (0.6 ) (1.3 )% $ (61,735) (36,497) 73,423 34,039 12,001 (6,469) — — (9,957) — 1,681 6,486 (19.3) 35.0 % $ (131,311) 101,878 20.7 — (41.6) 84,491 15,718 (14,195 ) — — (12,992 ) — 240 43,829 (6.8) 3.7 — — 5.6 — (1.0) (3.7)% $ 35.0 % (27.2) — (22.5) (4.2) 3.8 — — 3.5 — (0.1) (11.7)% The negative effective tax rate of 1.3% for 2018 resulted from a benefit related to the conclusion of the IRS audit and a benefit related to the set up and current year activity of disregarded entities (foreign branches) for United States tax purposes, all offset by the valuation allowance on United States federal and state net deferred tax assets and a shortfall tax impact from stock-based compensation. The negative effective tax rate of 3.7% for 2017 resulted from a significant benefit on pre-tax book losses, offset by the valuation allowance on United States federal and state net deferred tax assets and by income taxes paid at lower rates in profitable foreign jurisdictions (primarily wholly owned subsidiaries in Europe). In addition, due to the United States enactment of the Tax Cuts and Jobs Act (TCJA), United States deferred tax assets were revalued by $73.4 million at the statutory rate of 21% effective January 1, 2018, with a corresponding and equivalent valuation allowance adjustment. Overall, the provision for income taxes in each period has differed from the tax computed at United States federal statutory tax rates due to changes in the valuation allowance, the effect of non-United States operations, deductible and non-deductible stock-based compensation expense, states income taxes, United States research and development tax credits and other adjustments. The lower negative effective tax rate of 3.7% for 2017 compared to the negative effective tax rate of 11.7% for 2016 resulted from a significant benefit on pre-tax book losses, offset by the establishment of a valuation allowance on all United States federal and state net deferred tax assets and by income taxes paid at lower rates in profitable foreign jurisdictions (primarily wholly owned subsidiaries in Europe). The provision for income taxes in each period has differed from the tax computed at United States federal statutory tax rates due to changes in the valuation allowance, the effect of non-United States operations, deductible and non-deductible stock-based compensation expense, states taxes, United States research and development tax credits, and other adjustments. 89 GoPro, Inc. Notes to Consolidated Financial Statements Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows: (in thousands) Deferred tax assets: Net operating loss carryforwards Tax credit carryforwards Stock-based compensation Allowance for returns Intangible assets Depreciation and amortization Accruals and reserves Total deferred tax assets Valuation allowance Total deferred tax assets, net of valuation allowance Deferred tax liabilities: Depreciation and amortization Total deferred tax liabilities Net deferred tax assets Year ended December 31, 2018 2017 $ $ 166,281 $ 70,189 6,414 3,147 4,591 609 20,975 272,206 (271,374) 832 — — 832 $ 121,952 66,983 13,055 5,452 770 — 18,981 227,193 (226,458) 735 (292) (292) 443 Recognition of deferred tax assets is appropriate when the realization of such assets is more likely than not. Based upon the weight of available evidence, the Company believes it is not more likely than not that the United States deferred tax assets will be realized. Accordingly, a valuation allowance has been established and maintained against United States deferred tax assets. The remaining deferred tax asset balances at December 31, 2018 reflect foreign deferred tax assets in each jurisdiction and are supported by taxable income or in the case of acquired companies, by the future reversal of deferred tax liabilities. It is more likely than not that a significant portion of the Company’s foreign deferred tax assets will be realized and thus, only a $0.3 million valuation allowance is required on its foreign deferred tax assets. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions going forward. The Company’s valuation allowance increased by $44.9 million to $271.4 million as of December 31, 2018, primarily due to $21.0 million of set up of net beginning deferred assets of the disregarded entities (foreign branches) for United States tax purposes, current year deferred movement primarily on the United States deferred tax assets of $14.9 million, IRS audit related adjustments of $7.2 million, adoption of new accounting standards adjustments of $2.1 million, and other deferred movements on deferred tax assets of negative $0.3 million. As of December 31, 2018, the Company’s federal, California and other state net operating loss carryforwards for income tax purposes were $639.6 million, $229.8 million and $251.9 million, net of reserves, respectively. Also, the Company’s federal and California state tax credit carryforwards were $40.7 million and $37.4 million, net of reserves, respectively. If not utilized, federal losses that arose before 2018, federal credit and California loss carryforwards will begin to expire from 2030 to 2038, while other state loss carryforwards will begin to expire from 2019 to 2038. Federal losses that arose in 2018 and will arise in subsequent years, and California tax credits will be carried forward indefinitely. Under the provisions of §382 of the Internal Revenue Code, a change of control may impose an annual limitation on the amount of the Company’s net operating loss and tax credit carryforwards that can be used to reduce future tax liabilities. Of the Company’s total $639.6 million federal net operating loss carryforwards, approximately $8.1 million was from one of the Company’s acquisitions in 2016. These acquired tax attributes are subject to an annual limitation of $1.7 million per year for federal purposes and will begin to expire in the year 2034, if not utilized. 90 GoPro, Inc. Notes to Consolidated Financial Statements Uncertain income tax positions. The Company had gross unrecognized tax benefits of $32.6 million, $58.6 million and $56.9 million, as of December 31, 2018, 2017 and 2016, respectively. For fiscal year 2018, 2017 and 2016, total unrecognized income tax benefits were $17.3 million, $19.8 million and $24.1 million, respectively, and if recognized, would reduce income tax expense after considering the impact of the change in the valuation allowance in the United States. A material portion of the Company’s gross unrecognized tax benefits, if recognized, would increase the Company’s net operating loss carryforward, which would be offset by a full valuation allowance based on present circumstances. These unrecognized tax benefits relate primarily to unresolved matters with taxing authorities regarding the Company’s transfer pricing positions and tax positions based on the Company’s interpretation of certain United States trial and appellate court decisions, which remain subject to appeal and therefore could be overturned in future periods. Although the completion, settlement and closure of any audits are uncertain, it is reasonably possible that the total amount of unrecognized tax benefits will not materially change within the next 12 months. However, given the number of years remaining that are subject to examination, the range of the reasonably possible change cannot be estimated reliably. A reconciliation of the beginning and ending amount of gross unrecognized income tax benefits are as follows: (in thousands) Balance at January 1 Increase related to current year tax positions Decrease related to tax rate change for current year tax positions Increase related to prior year tax positions Decrease related to prior year tax positions Decrease related to tax rate change for prior year tax positions Year ended December 31, 2017 2016 2018 $ $ 58,584 $ 483 — 445 (26,956 ) — 32,556 $ 56,909 $ 20,002 (2,299) — (3,927) (12,101) 58,584 $ 36,273 20,594 — 130 (88) — 56,909 The Company’s policy is to account for interest and penalties related to income tax liabilities within the provision for income taxes. The balances of accrued interest and penalties recorded in the balance sheets and provision were not material for any period presented. The Company files income tax returns in the United States and in non-United States jurisdictions. During 2018, the Internal Revenue Service concluded its audit for the 2012 through 2015 tax years. The Closing Agreement was received on January 24, 2018 and the Company received an income tax refund of approximately $32.9 million, net of IRS adjustments, in February 2018. As a result, the Company recognized a reduction in gross unrecognized tax benefits of $26.0 million and an income tax benefit, net of valuation allowance, of approximately $2.6 million. In 2018, the Company liquidated its Cayman Islands entity and elected to treat its wholly-owned foreign subsidiaries as disregarded entities (foreign branches) and include them in the United States consolidated tax group. As of December 31, 2018, the Company continues to assert indefinite reinvestment to the extent of any foreign withholding taxes on the undistributed earnings related to these foreign branches. Any foreign withholding tax on these earnings is deemed not to be material. United States Tax Reform. The Tax Cuts and Job Act (TCJA) of 2017, enacted on December 22, 2017, contained significant changes to the United States tax law, including lowering the United States corporate income tax rate to 21%, implementing a territorial tax system, and imposing a one-time tax on deemed repatriated earnings of foreign subsidiaries. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118) to address the application of United States GAAP in situations when a registrant did not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. 91 GoPro, Inc. Notes to Consolidated Financial Statements The TCJA reduced the United States statutory tax rate from 35% to 21%, effective January 1, 2018. During the three months ended December 31, 2017, the Company recorded a $73.4 million tax expense representing the detriment of remeasuring its United States deferred tax assets at the lower 21% statutory tax rate, as well as a corresponding valuation allowance for the same amount resulting in no impact to the Company’s statement of operations. The TCJA also implemented a territorial tax system. Under the territorial tax system, in general, the Company’s foreign earnings will no longer be subject to tax in the United States. As part of transitioning to the territorial tax system the TCJA included a mandatory deemed repatriation of all undistributed foreign earnings that were subject to United States income tax. On December 31, 2017, the Company concluded that the deemed repatriation would not result in any additional United States income tax due to an overall accumulated foreign deficit. As of December 31, 2018, the Company completed accounting for all of the enactment date income tax effects of the TCJA and determined that there were no material adjustments in the three and twelve months ended December 31, 2018. While the TCJA provides for a territorial tax system, beginning in 2018, it includes two new United States tax base erosion provisions, the global intangible low-taxed income (GILTI) provisions and the base-erosion and anti-abuse tax (BEAT) provisions. As of December 31, 2018, the Company has determined that these provisions did not have a tax impact on the Company in 2018. 10. Related party transactions The Company incurred costs for Company-related chartered aircraft fees for the use of the CEO’s private plane. The Company recorded a de minimis expense in 2018, and $0.1 million and $0.5 million in 2017 and 2016, respectively. As of December 31, 2018 and 2017, the Company had zero accounts payable associated with these aircraft fees. In 2016, the Company obtained services from a vendor whose CEO is also one of the members of the Company’s board of directors. The Company recorded expense of $0.1 million in 2018, zero in 2017, and $0.4 million in 2016. As of December 31, 2018 and 2017, the Company had $0.1 million and zero in accounts payable, respectively, associated with this vendor. See Note 7 Employee benefit plans for information regarding CEO RSUs. 11. Commitments, contingencies and guarantees (in thousands) Operating leases (1) Total 2019 2020 2021 2022 2023 $ 107,817 $ 14,845 $ 17,654 $ 17,763 $ 17,552 $ 17,052 $ Sponsorship commitments (2) Other contractual commitments (3) — — — Total contractual cash obligations $ 289,282 $ 20,980 $ 17,880 $ 17,867 $ 192,552 $ 17,052 $ — — 104 — — 175,000 4,018 2,447 175,000 3,906 2,229 — 112 114 — Long-term debt (4) Thereafter 22,951 — — — 22,951 (1) (2) (3) The Company leases its facilities under long-term operating leases, which expire at various dates through 2027. The Company enters into multi-year sponsorship agreements with event organizers, resorts and athletes as part of its marketing efforts. The Company enters into other contractual commitments, including software licenses related to the Company’s financial and IT systems which require payments over several years. (4) The Company's convertible senior notes are due April 2022. Refer to Note 5 Financing Arrangements. In 2017 and 2016, the Company entered into sub-lease agreements for its office facilities that decreased the Company’s total future minimum lease payments by sub-lease rentals of approximately $0.9 million which approximates the corresponding remaining lease rentals. Rent expense was $13.6 million, $19.1 million and $19.8 million for 2018, 2017 and 2016, respectively. 92 GoPro, Inc. Notes to Consolidated Financial Statements Legal proceedings. From time to time, the Company is involved in legal proceedings in the ordinary course of business, including the litigation matters described in Part I, Item 3 Legal Proceedings, of this Annual Report on Form 10-K. Due to inherent uncertainties of litigation, the Company cannot accurately predict the ultimate outcome of these matters. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on the results of operations, financial condition or cash flows of the Company. Indemnifications. In the normal course of business, the Company enters into agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. It is not possible to determine the maximum potential amount under these indemnification agreements due to the Company’s limited history with indemnification claims and the unique facts and circumstances involved in each particular agreement. As of December 31, 2018, the Company has not paid any claims nor has it been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. 12. Concentrations of risk and geographic information Customer concentration. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables. The Company believes that credit risk for accounts receivable is mitigated by the Company’s credit evaluation process, relatively short collection terms and dispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been within management’s expectations. Customers who represented 10% or more of the Company’s net accounts receivable balance were as follows: Customer A Customer B Customer C Customer D December 31, 2018 December 31, 2017 12% 11% * * 11% 32% 16% 12% * Less than 10% of net accounts receivable for the period indicated. The following table summarizes the Company’s accounts receivables sold, without recourse, and factoring fees paid: (in thousands) Accounts receivable sold Factoring fees Year ended December 31, 2017 2018 2016 $ 126,220 $ 1,639 178,300 $ 1,630 167,769 1,266 Customers who represented 10% or more of the Company’s total revenue were as follows: Customer A Customer B Year ended December 31, 2017 15% * 2018 13% * 2016 17% 11% Supplier concentration. The Company relies on third parties for the supply and manufacture of its products, some of which are sole-source suppliers. The Company believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Company periodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufacture agreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find 93 GoPro, Inc. Notes to Consolidated Financial Statements alternative suppliers or satisfactorily deliver its products to its customers on time, if at all. The Company also relies on third parties with whom it outsources supply chain activities related to inventory warehousing, order fulfillment, distribution and other direct sales logistics. Geographic information Revenue by geographic region, based on ship-to destinations, was as follows: (in thousands) Americas Europe, Middle East and Africa (EMEA) Asia and Pacific (APAC) Total revenue 2016 2018 Year ended December 31, 2017 $ 498,633 $ 591,879 $ 619,784 366,352 199,345 $ 1,148,337 $ 1,179,741 $ 1,185,481 366,037 283,667 334,872 252,990 2018 vs 2017 2017 vs 2016 % Change % Change (16)% 9 12 (3)% (5)% (9) 27 — % Revenue in the United States, which is included in the Americas geographic region, was $423.0 million, $528.7 million and $554.9 million for 2018, 2017 and 2016, respectively. No other individual country exceeded 10% of total revenue for any period presented. The Company does not disclose revenue by product category as it does not track sales incentives and other revenue adjustments by product category to report such data. As of December 31, 2018 and 2017, long-lived assets, which represent net property and equipment, located outside the United States, primarily in Hong Kong and Mainland China, were $15.9 million and $28.1 million, respectively. 13. Restructuring charges Restructuring charges for each period were as follows: (in thousands) Cost of revenue Research and development Sales and marketing General and administrative Total restructuring charges Year ended December 31, 2018 2017 2016 $ $ 1,379 $ 12,794 5,291 3,279 22,743 $ 634 $ 10,092 7,047 2,519 20,292 $ 497 17,197 12,064 13,331 43,089 94 GoPro, Inc. Notes to Consolidated Financial Statements First quarter 2018 restructuring plan On January 2, 2018, the Company approved a restructuring plan to further reduce future operating expenses and better align resources around its long-term business strategy. The restructuring provided for a reduction of the Company's global workforce of approximately 18%, the closure of the Company's aerial group and the consolidation of certain leased office facilities. Under the first quarter 2018 restructuring plan, the Company recorded restructuring charges of $17.8 million, including $14.1 million related to severance and $3.7 million related to other charges. The following table provides a summary of the Company’s restructuring activities and the related liabilities recorded in accrued liabilities on the consolidated balance sheet under the first quarter 2018 restructuring plan. (in thousands) Severance Other Total Restructuring liability as of December 31, 2017 Restructuring charges Cash paid Non-cash reductions Restructuring liability as of December 31, 2018 First quarter 2017 restructuring plan $ $ — $ 14,107 (12,460) (528) 1,119 $ — $ 3,686 (1,988) (1,299) 399 $ — 17,793 (14,448) (1,827) 1,518 On March 15, 2017, the Company approved a restructuring plan to reduce future operating expenses and further align resources around its long-term business strategy. The restructuring provided for a reduction of the Company’s global workforce by approximately 17% and the consolidation of certain leased office facilities. Under the first quarter 2017 restructuring plan, the Company recorded restructuring charges of $21.7 million, including $10.3 million related to severance, and $11.4 million related to accelerated depreciation and other charges. The actions associated with the first quarter 2017 restructuring plan were substantially completed by the fourth quarter of 2017. The restructuring charges recorded in 2018 are due to updated estimates as it relates to the consolidation of certain leased office facilities. The following table provides a summary of the Company’s restructuring activities and the related liabilities recorded in accrued liabilities on the consolidated balance sheet under the first quarter 2017 restructuring plan. (in thousands) Restructuring liability as of December 31, 2016 Restructuring charges Cash paid Non-cash reductions Restructuring liability as of December 31, 2017 Restructuring charges Cash paid Non-cash charges Restructuring liability as of December 31, 2018 Fourth quarter 2016 restructuring plan Severance Other Total $ $ — $ 10,312 (9,509) (803) — — — — — $ — $ 6,654 (151) (2,953) 3,550 4,783 (3,293) 627 5,667 $ — 16,966 (9,660 ) (3,756 ) 3,550 4,783 (3,293 ) 627 5,667 On November 29, 2016, the Company approved a restructuring plan to reduce future operating expenses. The restructuring provided for a reduction of the Company’s global workforce of approximately 15%, the closure of the Company’s entertainment group to concentrate on its core business and the consolidation of certain leased office facilities. Under the fourth quarter 2016 restructuring plan, the Company recorded restructuring charges of $39.9 million, including $36.7 million related to severance, and $3.2 million related to accelerated depreciation and other 95 GoPro, Inc. Notes to Consolidated Financial Statements charges. The actions associated with the fourth quarter 2016 restructuring plan were substantially completed by March 31, 2017. The following table provides a summary of the Company’s restructuring activities and the related liabilities recorded in accrued liabilities on the consolidated balance sheet under the fourth quarter 2016 restructuring plan. $ (in thousands) Restructuring liability as of December 31, 2015 Restructuring charges Cash paid Non-cash settlements Restructuring liability as of December 31, 2016 Restructuring charges Cash paid Non-cash settlements Restructuring liability as of December 31, 2017 Restructuring charges Cash paid Restructuring liability as of December 31, 2018 $ First quarter 2016 restructuring plan Severance Other Total — $ 18,893 (8,440) (793) 9,660 2,134 (11,411) 17 400 143 (244) 299 $ — $ 879 — — 879 1,055 (1,884) — 50 — — 50 $ — 19,772 (8,440) (793) 10,539 3,189 (13,295) 17 450 143 (244) 349 On January 12, 2016, the Company approved a restructuring plan that provided for a reduction in the Company’s global workforce of approximately 7%. Under the first quarter 2016 restructuring plan, the Company recorded restructuring charges of $6.5 million in the first quarter of 2016, which primarily included cash-based severance costs. The Company completed this plan at the end of the first quarter of 2016 and all costs have been paid. No charges were recorded in periods after March 31, 2016. 96 GoPro, Inc. Notes to Consolidated Financial Statements Schedule II GoPro, Inc. VALUATION AND QUALIFYING ACCOUNTS For the year ended December 31, 2018, 2017 and 2016 (in thousands) Balance at Beginning of Year Charges to Revenue Charges to Expense Charges to Other Accounts - Equity Deductions /Write-offs Balance at End of Year Allowance for doubtful accounts receivable: Year ended December 31, 2018 $ Year ended December 31, 2017 Year ended December 31, 2016 Allowance for sales returns: Year ended December 31, 2018 $ Year ended December 31, 2017 Year ended December 31, 2016 Valuation allowance for deferred tax assets: Year ended December 31, 2018 $ Year ended December 31, 2017 Year ended December 31, 2016 750 $ 1,281 1,400 — $ — — 26,758 $ 20,038 26,280 67,403 $ 55,274 35,136 199 $ (263) 40 — $ — — — $ — — — $ — — (449 ) $ (268) (159) (81,061 ) $ (48,554) (41,378) 500 750 1,281 13,100 26,758 20,038 226,458 $ 110,433 8,555 — $ — — 42,772 $ (36,497) 101,878 2,144 $ 152,522 — — $ — — 271,374 226,458 110,433 97 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,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based on the evaluation of our disclosure controls and procedures as of December 31, 2018, our Chief Executive Officer and Chief Financial Officer concluded that, as of such 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 (as defined in Rule 13a-15(f) under the Exchange Act). Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2018. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including the CEO and CFO, recognizes that our disclosure controls and procedures or our internal control over financial reporting cannot prevent or detect all possible instances of errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Item 9B. Other Information On February 13, 2019, as part of its annual compensation review process, our Compensation and Leadership Committee (the Committee) approved an Executive Severance Policy (the Policy), to be immediately effective. Subject to executing a written agreement agreeing to the terms and conditions of the Policy, the participants in the Policy (individually, a Participant and collectively, Participants) are certain senior leadership team members (other than our Chief Executive Officer), and other employees as may be designated by our Board or the Committee. As of February 13, 2019, the Committee designated the following named executive officers for 98 the fiscal year ended December 31, 2018 as Participants: Sandor Barna, Brian McGee and Eve Saltman. The Policy is administered by our Board or the Committee. If a Participant undergoes a Qualifying Termination (as defined in the Policy), and executes an irrevocable general release of claims in favor of the Company within 60 days following a Participant’s Qualifying Termination, we will provide the Participant the following severance benefits in addition to the compensation and benefits earned by the Participant but not yet paid by us through the date of Termination: Cash Severance. We will pay the Participant a cash lump sum equal to 12 months of the Participant’s base salary (less applicable deductions and withholding), as in effect immediately prior to the Participant’s Termination (as defined in the Policy) by the Company or, in the case of voluntary Termination by the Participant with Good Reason (as defined in the Policy), immediately prior to the occurrence of the event constituting Good Reason. COBRA Payments. Subject to the Participant timely electing coverage in accordance with the requirements of COBRA, we will continue to pay the employer portions of such insurance premiums for the Participant and/or his or her eligible dependents, as applicable, for up to 12 months following the Participant’s Termination. Such COBRA subsidies will cease if a Participant becomes eligible for comparable group medical, dental and/or vision insurance coverage under the plan(s) of a subsequent employer or if the Participant otherwise ceases to receive COBRA coverage under our plan(s) before the end of the aforementioned 12-month period. If the Participant is or becomes eligible to receive any other cash severance benefits from us comparable to those described in the paragraph above under “Cash Severance”, including in a “double-trigger” arrangement in connection with a change in control or other liquidity event of the Company, then the amounts of such comparable cash severance benefits will be such that the Participant receives the greater of the payments under the Policy or such other arrangement. Finally, Participants will agree that, during the six-month period following their cessation of employment, (1) they will cooperate with us in every reasonable respect, and will use their best efforts to assist us with the transition of their duties to their successors and (2) they will not in any way or by any means disparage the company, the members of our board or our officers and employees. The Policy is attached hereto as Exhibit 10.06 and is incorporated herein by reference. The foregoing summary is qualified entirely by reference to the full text of the Policy. 99 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2019 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2018. Item 11. Executive Compensation The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2019 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2018. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2019 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2018. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2019 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2018. Item 14. Principal Accounting Fees and Services The information required for this Item is incorporated by reference from our Proxy Statement to be filed for our 2019 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2018. 100 PART IV Item 15. Exhibits, Financial Statement Schedules 1. Financial Statements The financial statements filed as part of this report are listed in the “Index to Financial Statements” under Part II, Item 8 of this Form 10-K. 2. Financial Statement Schedules The financial statement schedule filed in response to Part II, Item 8 and Part IV, Item 15(c) of this Form 10-K is listed under Part II, Item 8 on the Index to Consolidated Financial Statements. 3. Exhibit Listing Exhibit Number Exhibit Title Form File No. Exhibit Filing Date Incorporated by Reference 3.01 3.02 4.01 10.01* 10.02* 10.03* 10.04* 10.05* Restated Certificate of Incorporation of the Registrant, with Certificate of Change of Registered Agent and/or Registered Office Amended and Restated Bylaws of the Registrant. Form of Registrant’s Class A common stock certificate. Form of Indemnity Agreement by and between the Registrant and each of its directors and executive officers. Form of Change in Control Severance Agreement. 2010 Equity Incentive Plan, as amended, and form of stock option agreement and restricted stock unit agreement. 2014 Equity Incentive Plan, as amended, and forms thereunder. 2014 Employee Stock Purchase Plan and forms thereunder. 10.06* Executive Severance Policy. 10.07* 10.08* 10.09* 10.10* 10.11* 10.12* 10.13 10.14 Employment Letter to Nicholas Woodman from the Registrant, dated June 2, 2014. Waiver Agreement dated January 1, 2018 by and between Nicholas Woodman and the Registrant. Offer Letter to Eve Saltman from the Registrant, dated March 7, 2018. Offer Letter to Brian McGee from the Registrant, dated September 3, 2015. Offer Letter to Sandor Barna from the Registrant, dated July 8, 2015 Officer Letter to Sandor Barna from the Registrant, dated February 12, 2018 Office Lease Agreement, dated as of November 1, 2011, by and between Locon San Mateo, LLC and the Registrant, as amended, and other leases for the Registrant’s headquarters. Eighth amendment to Office Lease Agreement, by and between RAR2 - Clearview Business Park Owner QRS, LLC and the Registrant, dated February 24, 2016. S-1 333-200038 3.02 November 10, 2014 S-1 333-196083 4.01 May 19, 2014 S-1 333-196083 10.01 May 19, 2014 S-1 333-196083 10.09 May 19, 2014 S-1 333-196083 10.02 May 19, 2014 10-Q 001-36514 10.03 July 29, 2016 S-1/A 333-196083 10.04 June 11, 2014 S-1/A 333-196083 10.16 June 11, 2014 10-K 001-36514 10.17 February 16, 2018 10-Q 001-36514 10.02 May 4, 2018 10-K 001-36514 10.12 February 16, 2017 10-Q 001-36514 10.01 May 4, 2018 S-1 333-196083 10.12 May 19, 2014 10-K 001-36514 10.15 February 16, 2017 Filed Herewith X X X 101 10.15 10.16 10.17 10.18 21.01 23.01 24.01 31.1 31.2 Ninth amendment to Office Lease Agreement, by and between RAR2 - Clearview Business Park Owner QRS, LLC and the Registrant, dated August 3, 2016. Credit Agreement by and among Registrant, the Lenders party thereto and JPMorgan Chase Bank, N.A. dated March 25, 2016. Forward Stock Purchase Transaction, dated April 6, 2017, between the Company and JPMorgan Chase Bank, National Association. First Amendment, dated August 12, 2016, to Office Lease Agreement dated November 1, 2011, between the Company and RAR2-Clearview Business Park Owner, LLC. List of Subsidiaries. Consent of Independent Registered Public Accounting Firm. Power of Attorney (included on the signature page to this Annual Report on Form 10-K). Certification of Principal Executive Officer Required Under Rule 13(a)-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. Certification of Principal Financial Officer Required Under Rule 13(a)-14(a) and 15(d)-14(a) of the Securities Exchange Act of 1934, as amended. 32.1‡ Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. 101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF XBRL Instance Document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Label Linkbase XBRL Taxonomy Extension Presentation Linkbase XBRL Taxonomy Extension Definition Linkbase 10-K 001-36514 10.16 February 16, 2017 10-Q 001-36514 10.17 May 6, 2016 8-K 001-36514 10.1 April 7, 2017 10-Q 001-36514 10.02 August 4, 2017 X X X X X X Indicates a management contract or compensatory plan. * ‡ As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the SEC and are not incorporated by reference in any filing of GoPro, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings. Item 16. Form 10-K Summary None. 102 Pursuant to the requirements 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. SIGNATURES Dated: February 15, 2019 Dated: February 15, 2019 GoPro, Inc. (Registrant) By: /s/ Nicholas Woodman Nicholas Woodman Chief Executive Officer (Principal Executive Officer) By: /s/ Brian McGee Brian McGee Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicholas Woodman and Brian McGee, and each of them, as his true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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. 103 By: By: By: By: By: By: By: By: By: By: Name Title Date /s/ Nicholas Woodman Nicholas Woodman Chief Executive Officer and Chairman (Principal Executive Officer) February 15, 2019 /s/ Brian McGee Brian McGee Chief Financial Officer (Principal Financial and Accounting Officer) February 15, 2019 February 15, 2019 February 15, 2019 February 15, 2019 February 15, 2019 February 15, 2019 February 15, 2019 February 15, 2019 February 15, 2019 /s/ Kenneth Goldman Kenneth Goldman Director /s/ Peter Gotcher Peter Gotcher Director /s/ James Lanzone James Lanzone Director /s/ Tyrone Ahmad-Taylor Tyrone Ahmad-Taylor Director /s/ Alexander Lurie Alexander Lurie Director /s/ Susan Lyne Susan Lyne Director /s/ Frederic Welts Frederic Welts Director /s/ Lauren Zalaznick Lauren Zalaznick Director 104 [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] GoPro, Inc. 3000 Clearview Way San Mateo, CA 94402 (650) 332-7600 gopro.com Investor Relations investor.gopro.com 

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