LivePerson
Annual Report 2018

Plain-text annual report

Annual Report 2018 O U R M I S S I O N I S T O M A K E L I F E E A S I E R B Y T R A N S F O R M I N G H O W P E O P L E C O M M U N I C A T E W I T H B R A N D S . LivePerson 475 10th Ave, 5th Floor, New York, NY 10018 ©2019 LivePerson, Inc. All rights reserved. B R I N G I N G M E S S A G I N G T O T H E M A I N S T R E A M About LivePerson Board of Directors Executive Officers LivePerson, Inc. (NASDAQ: LPSN) makes life easier by transforming how people communicate with brands. LiveEngage, the Company’s enterprise-class, cloud-based platform was designed for Conversational Commerce, enabling businesses and consumers to connect through conversational interfaces, such as in-app and mobile messaging, while leveraging bots and Artificial Intelligence (AI) to increase efficiency. More than 18,000 businesses, including Adobe, EE, HSBC, IBM, L'Oreal, Orange, PNC, and The Home Depot use our Conversational Commerce solution to orchestrate humans and AI, at scale, and create a convenient and deeply personal relationship. LivePerson is headquartered in New York City, with U.S. offices in Alpharetta (GA), Austin (TX), Mountain View (CA), San Rafael (CA), Seattle (WA), and international offices in Amsterdam, Berlin, London, Mannheim, Melbourne, Milan, Paris, Ra'anana (Israel), Reading (UK), Sydney, Tel Aviv, and Tokyo. Total revenue (in millions) Annual revenue per user (in thousands) $58.2 $61.7 $64.2 $65.7 $240 $255 $270 $285 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Corporate Headquarters Counsel Shareholders Information ENTERPRISE ADOPTION OF MESSAGING 40% 20% 0 2016 2017 2018 *ARPU is for enterprise and midmarket customers 50% OF MESSAGING CONVERSATIONS USE AUTOMATION 200+ BRANDS POWERING CONVERSATIONAL COMMERCE ON LIVEENGAGE 1,100 EMPLOYEES GLOBALLY Copies of our Annual Report on Form 10-K for the year ended December 31, 2018 are available free of charge, upon request to: Safe Harbor Statement Statements in this report regarding LivePerson that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including but not limited to financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. It is routine for our internal projections and expectations to change as the quarter and year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change. Although these expectations may change, we are under no obligation to inform you if they do. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Readers are referred to the reports and documents filed by us from time to time with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K enclosed herein, for a discussion of risks and other important factors that could cause actual results to differ from those discussed in the projections or the forward-looking statements. Our common stock is listed on the Nasdaq Global Select Market and Tel Aviv Stock Exchange under the symbol “LPSN” Company Information on the Web Current information about LivePerson, press releases and investor information are available on our website at www.liveperson.com Robert P. LoCascio Chairman of the Board, Chief Executive Officer LivePerson, Inc. Peter Block Independent Consultant and Partner in Designed Learning Inc. Kevin C. Lavan CFO, Autoclear LLC Jill Layfield Fred Mossler Independent Consultant William G. Wesemann Independent Consultant Co-founder & CEO, Tamara Mellon Brand LivePerson, Inc. 475 Tenth Avenue New York, NY 10018 Investor Relations Investor Relations LivePerson, Inc. 475 Tenth Avenue New York, NY 10018 Stock Listing Robert P. LoCascio Chairman of the Board, Chief Executive Officer Christopher Greiner Executive Vice President, Chief Financial Officer Alexander Spinelli Executive Vice President, Global Chief Technology Officer Monica L. Greenberg Executive Vice President, Business Affairs and General Counsel Daryl J. Carlough Senior Vice President, Global and Corporate Controller Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Independent Registered Public Accounting Firm BDO USA, LLP 100 Park Avenue New York, NY 10017 Transfer Agent 6201 15th Avenue Brooklyn, NY 11219 American Stock Transfer & Trust Company C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75 Dear Fellow Stockholders, 2018 was the year that LivePerson drove the Conversational Commerce industry forward into the mainstream. After laying the foundation with early adopters and innovators, by the end of 2018, more than 40% of our enterprise customer base and over 200 of the world’s largest and most admired brands were powering Conversational Commerce on our LiveEngage platform. We set our sites on the 270 billion calls made to customer care each year as our first beachhead. Our premise was that consumers would be eager to use their favorite messaging apps as an alternative to calling a 1-800 number and being put on hold, while brands were tired of supporting expensive, inefficient call centers that led to poor user experiences. We weren’t wrong. We are typically seeing 10% to 30% of call volumes switch to messaging when our customers simply offer consumers, who have called into the 1-800 number, the option to message with a brand, rather than wait on hold to speak with an agent. Taking this strategy one step further, in August, 2018, T-Mobile, launched Team of Experts nationwide and turned traditional customer service on its head by ending the customer service runaround and hated phone menu. With Team of Experts, when T-Mobile customers call or message T-Mobile, they get a dedicated tight-knit team. This was an industry first, and it was made possible just a brief two years after we launched Conversational Commerce. I expect other brands to follow suit in the months to come. As more and more brands lit up on our platform in 2018, each of the leading consumer technology companies, from Apple to Google, WhatsApp, Facebook and Amazon, also added their momentum to the industry, integrating into LiveEngage and reinforcing the view that consumers should message brands rather than call them. With a robustly evolving ecosystem, we expect that the pace of adoption will accelerate, and that by 2020, virtually 100% of our enterprise customers will be powering amazing conversational experiences leveraging messaging with human agents, bots and AI. The Internet of the Conversational Economy By 2020, we won’t just be talking customer care either. The ability to connect with consumers through persistent, personalized, content rich experiences is igniting the imagination of business leaders, and driving discussions around sales and marketing use cases that could rival care in volume. We are already seeing the first instances of this progression unfold. BuddyBank, a subsidiary of Unicredit, launched as the world’s first purely conversational bank, providing not just banking, but a full range of concierge services, all powered by messaging and AI. Aramark, one of the world’s largest hospitality companies, launched Brew-to-You, creating a new stadium experience, where fans sitting in a sports arena can order food and beverages directly to their seats, through Apple Business Chat and bots. The Cosmopolitan hotel in Las Vegas launched Rose, an irresistible companion bot that rolls out the red carpet to guests, making each one feel like a VIP by offering them access to the hottest clubs, restaurants and Vegas experiences. These customers are what we call “Firsts” or the pioneers building out what will emerge as the new Internet of the conversational economy. On the new Internet, consumers will have fulfilling conversations with any brand about any product or service they are interested in, see reviews, pictures and videos, and then make purchases or set appointments, all without ever dialing a 1-800 number, navigating around on a website or downloading another app. Brands will introduce a new product or campaign that reaches billions of interested consumers through unique, engaging, conversational marketing experiences, rather than continue spending on low-return email blasts and digital ads that redirect consumers to generic website landing pages or 1-800 numbers. 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A 6th 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A 5th 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Cyan ] 4 Page Out 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Black DTP SB To Match Hant 8.25x10.75 (25 X38) .25 HT C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75 In order to make the new Internet work, LivePerson is aligning all the conversational interfaces we’ve come to rely upon in our daily lives, such as Apple iMessages, SMS, WhatsApp, Alexa and Facebook Messenger, so that consumers can engage brands through any channel they prefer. We are then connecting brands to these channels with a platform that leverages the combination of powerful AI, bots and human agents to provide delightful and highly efficient experiences. Finally, we are bringing our expert perspective, which stems from hundreds of millions of hosted conversations spanning a 20 year history, that will guide brands on how to build successful, lasting relationships with consumers. I was around at the beginning of the first Internet, when everyone knew that something really powerful was being built. Conversational Commerce feels much bigger, and I believe it will have an even bigger impact on the overall global economy. This new conversational economy will create many new technology leaders and we believe we are in a position today to be one of the largest. Thank you for supporting us on this journey and I look forward to another year of great progress. Best regards, Rob Rob@liveperson.com 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B 6th 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B 5th 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Cyan ] 4 Page In 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Black DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan 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 000-30141 LIVEPERSON, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware (State of Incorporation) 13-3861628 (I.R.S. Employer Identification Number) 475 Tenth Avenue, 5th Floor New York, New York 10018 (Address of Principal Executive Offices) (Zip Code) (212) 609-4200 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, par value $0.001 per share Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC 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 the 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 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 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filter ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate 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 common 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 $1,207,203,816 (computed by reference to the last reported sale price on The Nasdaq Global Select Market on that date). The registrant does not have any non-voting common stock outstanding. On February 19, 2019, 63,936,625 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2019 Annual Meeting of Stockholders, which we plan to file subsequent to the date hereof, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K. 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan LIVEPERSON, INC. 2018 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . Consolidated Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Item 9. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Item 12. Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Accountant Fees and Services Item 13. Item 14. Item 15. Item 16. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV i Page 1 20 47 47 47 48 49 50 55 75 76 116 116 118 118 118 118 118 118 119 119 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 22 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan TO IDENTIFY INTENDED STATEMENTS. FORWARD-LOOKING INCLUDING, WITHOUT STATEMENTS IN THIS REPORT ABOUT LIVEPERSON, INC. THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT LIVEPERSON AND OUR INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL FUTURE EVENTS OR RESULTS TO DIFFER MATERIALLY FROM SUCH STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON OUR CURRENT EXPECTATIONS, WHICH MAY NOT PROVE TO BE ACCURATE. MANY OF THESE STATEMENTS ARE FOUND IN THE “BUSINESS” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” SECTIONS OF THIS FORM 10-K. WHEN USED IN THIS FORM 10-K, THE WORDS “ESTIMATES,” “EXPECTS,” “ANTICIPATES,” “PROJECTS,” “PLANS,” “INTENDS,” “BELIEVES” AND VARIATIONS OF SUCH WORDS OR SIMILAR EXPRESSIONS ARE ALL FORWARD-LOOKING STATEMENTS, LIMITATION, OUR EXAMINATION OF HISTORICAL OPERATING TRENDS, ARE BASED UPON OUR CURRENT EXPECTATIONS AND VARIOUS ASSUMPTIONS. OUR EXPECTATIONS, BELIEFS AND PROJECTIONS ARE EXPRESSED IN GOOD FAITH, AND WE BELIEVE THERE IS A REASONABLE BASIS FOR THEM, BUT WE CANNOT ASSURE YOU THAT OUR EXPECTATIONS, BELIEFS AND PROJECTIONS WILL BE REALIZED. ANY SUCH FORWARD-LOOKING STATEMENTS ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. IT IS ROUTINE FOR OUR INTERNAL PROJECTIONS AND EXPECTATIONS TO CHANGE AS THE YEAR OR EACH QUARTER IN THE YEAR PROGRESS, AND THEREFORE IT SHOULD BE CLEARLY UNDERSTOOD THAT THE INTERNAL PROJECTIONS AND BELIEFS UPON WHICH WE BASE OUR EXPECTATIONS MAY CHANGE PRIOR TO THE END OF EACH QUARTER OR THE YEAR. ALTHOUGH THESE EXPECTATIONS MAY CHANGE, WE ARE UNDER NO OBLIGATION TO INFORM YOU IF THEY DO. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN THE PROJECTIONS OR FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS WE MAKE IN THIS FORM 10-K ARE SET FORTH IN THIS FORM 10-K, INCLUDING THE FACTORS DESCRIBED IN THE SECTION ENTITLED “ITEM 1A — RISK FACTORS.” IF ANY OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR IF ANY OF OUR UNDERLYING ASSUMPTIONS ARE INCORRECT, OUR ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS THAT WE EXPRESS IN OR IMPLY BY ANY OF OUR FORWARD-LOOKING STATEMENTS. WE DO NOT UNDERTAKE ANY OBLIGATION TO REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES. ii ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 22 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan Item 1. Business Overview PART I LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier by transforming how people communicate with brands. During the past decade, the consumer has made the mobile device the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (AI) to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and even marketing and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see products in the store, schedule appointments, apply for credit, approve repairs, make purchases or payments - all without ever leaving the messaging channel. We call these AI and human-assisted conversational experiences over messaging Conversational Commerce. LiveEngage, our enterprise-class, cloud-based platform, was designed for Conversational Commerce, enabling businesses to securely deploy messaging, coupled with bots and AI, at scale for brands with tens of millions of customers and many thousands of customer care agents. LiveEngage powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use LiveEngage to message consumers when they dial a 1-800 number instead of having them navigate interactive voice response systems (IVRs) and wait on hold. Our robust, cloud-based suite of rich mobile messaging and real-time chat offerings features intelligent routing and capacity mapping, queue prioritization, customer sentiment, real-time analytics and reporting, content delivery, Payment Card Industry (PCI) compliance, cobrowsing and a sophisticated proactive targeting engine. With LiveEngage, agents can manage all conversations with consumers through a single console interface, regardless of which disparate messaging endpoints the consumers originate from; i.e., WhatsApp, Line, Apple Business Chat, IVR, or Google Home. An extensible application programming interface (API) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than three dozen APIs are available on LiveEngage. LiveEngage also features Maven, a robust AI engine that was custom designed for Conversational Commerce. Maven, announced in December 2018, puts the power of bot development, training and management into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Through Maven Assist, agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating LiveEngage with Maven, as well as third-party bots, the platform provides businesses with a comprehensive view of all AI-based and human-based conversations from a single console. Complementing LiveEngage are teams of technical, solutions and consulting professionals that have developed deep domain expertise in Conversational Commerce across industries and messaging endpoints. We are a leading authority in Conversational Commerce, publishing a proprietary Conversational Quotient™ Index that measures each customer across multiple key indicators to ascertain their level of conversational maturity. Each business is then benchmarked against industry peers to determine their relative progression. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and oftentimes inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI. LivePerson’s products, coupled with our domain knowledge, industry expertise and professional services, have been proven to maximize the effectiveness of Conversational Commerce and deliver measurable return on investment. Certain of our customers have achieved the following advantages from LiveEngage: 1 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 22 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan • • • • • • • • • the ability for each agent to manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed; labor efficiency gains of at least two times that of voice agents, effectively cutting labor costs by at least 50%; improving the overall customer experience, thereby fueling customer satisfaction increases of up to 20 percentage points, and enhancing retention and loyalty; more convenient, personalized and content-rich conversations that increase sales conversion by up to 20%, increase average order value and reduce abandonment; more satisfied contact center agents, thereby reducing agent churn by up to 50%; maintain a valued connection with consumers via mobile devices, either through native applications, websites, text messages, or third-party messaging platforms; leverage spending that drives visitor traffic by increasing visitor conversions; refine and improve performance by understanding which initiatives deliver the highest rate of return; and increase lead generation by providing a single platform that engages consumers through advertisements and listings on branded and third-party websites. As a “cloud computing” or software-as-a-service (SaaS) provider, LivePerson provides solutions on a hosted basis. This model offers significant benefits over premise-based software, including lower up-front costs, faster implementation, lower total cost of ownership, scalability, cost predictability, and simplified upgrades. Organizations that adopt a fully-hosted, multi-tenant architecture that is maintained by LivePerson eliminate the majority of the time, server infrastructure costs, and IT resources required to implement, maintain, and support traditional on-premise software. More than 18,000 businesses, including Citibank, HSBC, Orange, and The Home Depot use our Conversational Commerce solutions to orchestrate humans and AI, at scale, and create a convenient, deeply personal relationship. Our consumer services offering is an online marketplace that connects independent service providers (Experts) who provide information and knowledge for a fee via mobile and online messaging with individual consumers (Users). Users seek assistance and advice in various categories including personal counseling and coaching, computers and programming, education and tutoring, spirituality and religion, and other topics. LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City with U.S. offices in Alpharetta (Georgia), Austin (Texas), San Francisco (California) and Seattle (Washington), and international offices in Amsterdam (Netherlands), Berlin (Germany), London (United Kingdom), Mannheim (Germany), Melbourne (Australia), Milan (Italy), Paris (France), Ra’anana (Israel), Reading (United Kingdom), Tel Aviv (Israel), and Tokyo (Japan). Market Opportunity LivePerson’s LiveEngage platform enables consumers and businesses to use natural language over conversational interfaces such as SMS, Messenger, Apple Business Chat, Google’s Rich Business Messenger, and in-home personal assistants like Alexa, in order get answers to questions, make purchases and resolve customer care inquiries. These conversational messaging capabilities target lower costs and increased customer satisfaction, retention and revenue by utilizing human agents, AI and bots to provide convenient, personalized and content-rich communication as alternatives to calling a 1-800 number, navigating a website or downloading an app. 2 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 22 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan Our view is that once a consumer has established their favorite brands as contacts in their preferred messaging app, they will no longer see a need to call that brand’s 1-800 number, visit their website or download their app. Instead, they will simply select the contact, open up the thread with their entire history with the brand, and then renew the conversation. As a result, the billions of dollars previously invested by brands across these legacy channels will be increasingly allocated to Conversational Commerce experiences on LiveEngage. Historically, brands have predominantly promoted calling the 1-800 number or using email as the primary means of contact with consumers. According to a 2018 IBM report, approximately 270 billion customer service calls are made to contact centers each year. With a median cost per call of approximately $5.60, according to US Contact Center Decision-Makers’ Guide, we estimate that businesses spend approximately $1.5 trillion annually to support their 1-800 number call centers. We believe that moving these calls to messaging represents the largest portion of what we estimate is a nearly $200 billion addressable market. We arrive at this target by extrapolating our current average revenue per interaction to the global market of 270 billion annual services calls. LivePerson is already capitalizing on this Conversational Commerce transformation. We cite the following considerations: • • • Consumer preference has already shifted away from calling to messaging in our personal lives. Gartner, a technology research firm, estimates that the proportion of voice-based communication will drop from 41% in 2017 to 12% in 2022. In contrast, WhatsApp and Facebook users combined send more than 65 billion messages a day, and, according to Portio Research, people worldwide were estimated to send an estimated 23 billion text messages a day in 2015. According to Gartner, by 2020, more than 500 million consumers will use voice-enabled conversational AI to purchase on digital commerce platforms, growing from 160 million in 2017. The International Smartphone Mobility Report by mobile data tracking firm Infomate found that Americans spend about 26 minutes a day texting, as compared to six minutes a day on voice calls. A survey by transportation booking app, Hailo, found that making phone calls has dropped to the sixth most popular use of a mobile device, behind sending messages, receiving messages, checking email, surfing the Web, and using the alarm clock. The adoption of messaging has not been constrained to younger generations. According to Experian Marketing Services, adults 55 and older send and receive an average of nearly 500 text messages a month. Calling a 1-800 number typically leads to a poor customer experience. Roughly 50% of calls to 1-800 numbers go unresolved, according to IBM, and a 2014 Harris Interactive survey found that “81% of all consumers agree that it is frustrating to be tied to a phone or computer to wait for customer service help.” Research by enterprise analytics firm Mattersight, reinforces this view, with 74% of consumers feeling that call centers are getting worse or at best staying the same. The risk of poor customer service is material, according to Harris Interactive, which found that 89% of consumers will leave and go to a competitor due to bad customer experiences. Conversational Commerce, which harnesses the power of human agents, bots and AI over messaging has been demonstrated to provide a superior alternative to voice calls. LivePerson customers typically see contact center agent efficiency increase by at least two times for messaging on our platform versus voice, while fueling higher customer satisfaction and increased sales conversions. According to a RingCentral survey, “at least 78% of consumers who text wish they could have a text conversation with a business.” An Amdocs global consumer survey had a similar finding, with 76% of consumers stating they would rather use a mobile app than call the contact center. According to Forrester Research’s Customer Experience Survey, 73% of US online adults say that valuing their time is the most important thing a company can do to provide them with good service. • We believe the combination of strong alignment to consumer communication preferences, high returns on investment and a growing list of proven referenceable customers has positioned Conversational Commerce at an inflection point. More than 40% of our enterprise customers had adopted messaging by the end of 2018, up from approximately 20% at the end of 2017 and less 3 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan than 10% at the end of 2016. In addition, more than 50% of messaging conversations had automation attached at the end of 2018, up from approximately 25% at the end of 2017. Mobile accounted for 54% of our interactions in the fourth quarter of 2018, up from 44% in the year-earlier period. In addition to market share opportunities in the legacy 1-800 number call center, we believe that consumer traffic and digital spending will increasingly shift away from websites and mobile apps to Conversational Commerce engagements on our platform. We think that websites and e-commerce have not lived up to the expectations of businesses and that consumers are likewise frustrated with the navigational experience and the challenges of getting questions answered on websites. In fact, after more than 20 years, e-commerce still only accounts for approximately 11% of total commerce and, in the United States, Amazon.com accounts for approximately half of this share. Even more alarming, is the growing disconnect as consumers go mobile. According to Adobe Analytics, on Cyber Monday in 2018, mobile accounted for approximately 51% of overall website traffic, but accounted for only approximately 31% of total revenue generated. The low penetration rates of online and mobile e-commerce reflect disappointing website conversion rates, which average less than 5%. Low conversion rates are likely a factor of the trend for websites to be designed for content, as opposed to commerce, so that they can be indexed to show up in web searches. According to Forrester Research, 53% of customers are likely to abandon their online purchases if they can’t find quick answers to their questions. This conflict between content and commerce not only impacts revenue, but also drives higher costs, as we estimate that 60%-80% of all calls to 1-800 numbers originate from consumers first visiting a website and then getting confused or not obtaining the answers they seek. We believe that the LiveEngage platform, which powers Conversational Commerce, once again provides a superior alternative. Certain LivePerson customers have demonstrated increases in website sales of up to 20%, while lowering the cost of engagement relative to voice or email. No longer are consumers navigating through clicks and searches to find answers across multiple static web pages. Instead they use natural language to engage conversationally with a brand. These conversations can be personalized to each brand’s unique identity and to each consumer’s unique history and preferences. The engagements are content rich, featuring images, reviews, ratings, and videos, and they are convenient, letting the consumer drive the conversation when it meets their needs, and offering the ability to integrate to credit cards, pay wallets and calendars. We also believe that LiveEngage will steadily eliminate the need for investment in branded apps. We conclude that consumers will increasingly opt to connect with brands through their preferred messaging channels, such as Apple Business Chat, WhatsApp, SMS, Messenger, or Twitter, rather than clutter their mobile devices, waste storage, and potentially impact performance by downloading a multitude of individual apps. Another emerging market opportunity for LivePerson is the leveraging of brick and mortar operations as an extension of the contact center. Retailers, telecommunications companies, and financial services companies, among others, all operate brick and mortar storefronts, where thousands of employees often sit idle during off peak hours. LiveEngage enables our customers to set up campaigns where these employees can connect through messaging to customers in their community, with check-ins, follow ups, and special offers, reinforcing relationships at the local level. For example, a telecommunications company targeted consumers that were local to its storefronts with a trade-in offer. Additionally, our platform can arm employees in the field with the ability to rapidly obtain answers to questions as they engage with customers in the stores. For example, a consumer may have a specific question about a new appliance in a home improvement store, and the employee can engage through our platform with a specialist bot or human agent to obtained detailed information on that appliance. Strategy The key elements of LivePerson’s business solutions strategy include: Build awareness and drive adoption of Conversational Commerce. LivePerson brought our first customer live on messaging in June 2016. Since that time, we have been focused on building awareness for Conversational Commerce and driving adoption. We have educated businesses on the financial and 4 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 2 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 operational transformation that occurs when a contact center shifts to an asynchronous messaging environment, where the consumer controls the pace of the conversation, which can last minutes, hours or days, from a synchronous call or chat center, where conversations occur in real-time and have a distinct start and end. A key component of our industry awareness marketing strategy has been to hold multiple global customer summits each year that target executives from enterprise customers and prospects, and feature a key theme within Conversational Commerce, such as Apple Business Chat, Google Rich Business Messenger, IVR deflection or AI. LivePerson customers are the centerpoint of these summits, presenting why they chose LivePerson for Conversational Commerce, how they achieved success, and what type of ROI they have realized. Each attendee then receives a blueprint for how they can achieve similar outcomes. We have found this strategy to drive strong results for LivePerson, as we have seen a greater than 40% conversion rate on opportunities that were created or advanced as part of the customer summits. By year end 2018, we had brought more than 200 customers live on messaging and increased adoption within our enterprise customers to more than 40%. In addition, more than 50% of messaging conversations had automation attached. We will continue to focus on building awareness for Conversational Commerce and driving adoption of messaging and AI across our customer base. Increase volumes on LiveEngage by deploying a broad messaging ecosystem and expanding customer use cases. Our strategy is to drive higher volumes on LiveEngage by going both wide across messaging endpoints and deep across consumer use cases. LivePerson offers a platform usage pricing model, where customers are offered access to our entire suite of messaging technologies across their entire agent pool for a pre-negotiated cost per interaction. We believe that over time this model will drive higher revenue for LivePerson by reducing barriers to adoption of new messaging endpoints and use cases. In order to go wide across messaging endpoints, it is imperative that LiveEngage integrates to all of the messaging apps that consumers prefer to use for communication. For example, if a consumer is an avid WhatsApp user, and a brand only offers SMS as a messaging option, that consumer may be reluctant to try messaging the brand. Therefore, a key strategy of ours has been to build one of the industry’s broadest ecosystems of messaging endpoints. In June 2016, we launched with In-App messaging. In 2017, we introduced Facebook Messenger, SMS, Web messaging and IVR deflection integrations. In 2018, we added Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, Google Ad Lingo and Twitter. Each channel added opens the door to hundreds of millions of new consumers, providing brands a greater opportunity to shift share away from their legacy contact center channels into messaging. LivePerson makes the management of all these disparate channels seamless to the brand. The LiveEngage intelligent routing, queuing and prioritization software orchestrates these conversations at scale, regardless of which messaging endpoint they originated from, so that human and bot agents can engage with all customers through just one console. In order to go deep across customer use cases, we are focused on extending LiveEngage beyond just taking share of the 270 billion calls made to customer service 1-800 numbers each year, into sales, marketing and brick and mortar conversations. For example, in 2018, a home improvement retailer launched a bot that autonomously sells millions of dollars of grills; a leading global concessions manager launched a service that lets patrons in a sports arena order beverages to their seats through Apple Business Chat; and a telecommunications company used LiveEngage to drive pre-sales for an iPhone series launch. We believe that this strategy has influenced LivePerson’s enterprise and mid-market revenue retention rate, (the trailing-twelve-month change in total revenue from existing customers after upsells, downsells and attrition) which was greater than 110% in 2018. The benefit can also be seen in LivePerson’s average revenue per user (ARPU) for our enterprise and mid-market customers, which increased more than 25% in 2018 to approximately $285,000 from approximately $220,000 in 2017. For this same customer set, when examining only the subset that have adopted messaging, the ARPU in 2018 increased to approximately $500,000. When examining customers that have adopted at least three endpoints, the APRU in 2018 increased into the low seven figures. We believe these ARPU trends are a clear indication of how LivePerson’s strategy to drive messaging adoption has successfully influenced our revenue growth by taking share from legacy communication channels. We will continue to focus on adding new messaging endpoints and driving higher adoption of each of these channels within our customer base. 5 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Globalize R&D to attract the industry’s best AI, machine learning and conversational talent. We believe that AI and machine learning are critical to successfully scaling Conversational Commerce, and that in order to develop the industry’s leading technology, we need to open offices where the best talent is located. To spearhead that globalization effort, in 2018, LivePerson recruited Alex Spinelli, key architect of the Alexa Operating System at Amazon.com, as our Global CTO. Under Mr. Spinelli’s leadership, LivePerson in 2018, expanded our Mannheim, opened an Advanced Technology Center in Seattle, Washington, Germany development center, and added key development talent through the acquisitions of BotCentral in Mountain View, California and Conversable in Austin, Texas. The Company added more than 70 machine learning, AI and Conversational Commerce developers in 2018, recruiting top talent from firms such as Nike, Amazon.com, Microsoft and Target. We expect to continue adding industry leading development talent across our global offices in 2019. Bring to market best-in-class AI and machine learning technologies designed for Conversational Commerce. We believe that over the past few years many vendors introduced AI and bot offerings that created frustrating experiences for consumers and businesses alike, which in turn has eroded trust in automation. Many of these solutions have proven difficult to build and scale, and have been limited by stand alone implementations reporting and human oversight of lacked the measurement, Conversational Commerce platforms such as LiveEngage. In December 2018, LivePerson announced Maven, a patent pending AI engine that is designed to overcome these shortcomings and help brands rapidly bring to market conversational AI that can scale to millions of interactions, while increasing customer satisfaction and conversion rates. that Unlike alternative solutions designed solely for IT departments, Maven was built to be used by developers and contact center agents. By putting the power of conversational design and bot management in the hands of contact center agents, Maven gives brands the ability to leverage the employees closest to the customer, those who are most versed in the voice of the brand, and with the most expertise in how to craft successful outcomes for customer service and sales journeys. Some of the key innovations behind Maven include: • • • • • • • bot building software that is based on dialogue instead of workflow or code, so non-technical employees like contact center agents can design automations the ability to bootstrap conversations with existing transcripts, reducing design effort and speeding time to market the establishing of contact center agents as bot managers, ensuring that every conversation is safeguarded by a human and that agents are continuously training the AI to be smarter and drive more successful outcomes powerful Assist technology that multiplies the efficiency of agents by analyzing intents in real time and then suggesting next best actions, predefined content, and bots that can take over transactional work pre-built templates for target verticals that provide out of the box support for the top intents and back-end integrations third-party AI NLU integration, so customers aren’t boxed into one vendor AI analytics and reporting tailored to Conversational Commerce Our strategy is to continue to enhance the Maven AI engine and related products, leveraging our global R&D footprint and substantial library of mobile and online conversational data, with the aim of increasing agent efficiency, decreasing customer care costs, improving the customer experience and increasing customer lifetime value. Sustain our leadership position by aligning brands to a vision that transforms how they communicate with consumers and delivers a superior return on investment. We believe that most contact center technology vendors incorrectly view messaging as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that messaging and AI are the foundation for Conversational Commerce, which transforms how agents 6 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan 2 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 22 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 operate and how brands engage with consumers across service, sales, marketing, and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done correctly, the entire consumer lifecycle with a brand will be maintained within the Conversational Commerce relationship, and traffic will steadily shift away from lower returning voice calls, websites and apps to higher returning messaging endpoints. We believe that LivePerson is uniquely positioned to deliver this transformation due to its technology and expertise: • • The LiveEngage enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for Conversational Commerce, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, LiveEngage is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across natural language understanding (NLU) providers. LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in Conversational Commerce, publishing a proprietary Conversational Quotient™ Index that measures each customer across multiple key indicators to ascertain their level of conversational maturity. Each business is then benchmarked against industry peers to determine their relative progression. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and oftentimes inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI. We believe that LivePerson’s differentiated approach to the Conversational Commerce industry, combined with our unique technology and expertise has established us as a market leader, with an ability to deliver superior returns on investment. LivePerson customers manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed. Our customers often see labor efficiency gains of at least two times that of voice agents, effectively cutting labor costs by at least 50%. Furthermore, our ability to deliver more convenient, personalized and content-rich conversations often drives increases in customer satisfaction of up to 20 percentage points and increases in sales conversions of up to 20%, while enhancing average order value, customer retention and loyalty. Strengthen our position in both existing and new industries. We plan to continue to develop our market position by increasing our customer base, and expanding within our installed base. We will continue to focus primarily on key target markets: consumer/retail, telecommunications, financial services, travel/ hospitality, technology and automotive within both our enterprise and mid-market sectors, as well as the small business (SMB) sector. Healthcare, insurance, real estate and energy utilities are new target industries and natural extensions of our primary target markets. We are increasingly structuring our field organization to emphasize our domain expertise and strengthen customer relationships across target industries. Continue to build our international presence. We are focused on expanding our international revenue contribution, which increased to 41% of total revenue in 2018, from 37% in 2017 and 34% in 2016. We generated positive results from previous investments in direct sales and services personnel in the United Kingdom and Western Europe. We also continued to focus on expanding our presence in the Asia Pacific region, leveraging our relationships with partners. Leverage our open architecture to support partners and developers. In addition to developing our own applications, we continue to cultivate a partner eco-system capable of offering additional applications and services to our customers. We integrate into nearly a dozen third-party messaging endpoints including SMS, Facebook Messenger, Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, 7 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Google Home, Google Ad Lingo and Twitter, multiple IVR vendors and dozens of branded apps. Our offering is AI vendor agnostic, empowering our customers to manage a mix of different bots, human agents and technologies from one control panel, thereby optimizing contact center efficiency. LivePerson’s proprietary and third-party AI/bots enable brands to partially or fully automate communications with their customers. In addition, we have opened up access to our platform and our products with more than three dozen APIs that allow customers and third parties to develop on top of our platform. Customers and partners can utilize these APIs to build our capabilities into their own applications and to enhance our applications with their services. In 2019, we expect to increase our marketing efforts to developers, raising awareness for how they can build programs and services on top of our platform. Expand sales partnerships to broaden our presence and accelerate sales cycles. We are focused on broadening our market reach and accelerating sales cycles by partnering with systems integrators, technology providers, business process outsourcers, value added resellers and other sales partners. We formalized a relationship with IBM Global Business Services in 2017 and Accenture in 2018. LivePerson increased the number of partners focused on SMBs by more than 300% in 2018, to over 150 at year end from over 40 at the start of the year. These efforts are increasingly yielding positive results for us, as nearly one-third of annual contract value signed in 2018 was directly influenced by partners. We expect to increase investment in our partner channels in 2019. Maintain Market Leadership in Technology and Security Expertise. As described above, we are devoting significant resources to creating new products and enabling technologies designed to accelerate innovation. We evaluate emerging technologies and industry standards and continually update our technology in order to retain our leadership position in each market we serve. We monitor legal and technological developments in the area of information security and confidentiality to ensure our policies and procedures meet or exceed the demands of the world’s largest and most demanding corporations. We these efforts will allow us to effectively anticipate changing customer and consumer believe that requirements in our rapidly evolving industry. Evaluate Strategic Alliances and Acquisitions When Appropriate. We have successfully integrated several acquisitions over the past decade. While we have in the past, and may from time to time in the future, engage in discussions regarding acquisitions or strategic transactions or to acquire other companies that can accelerate our growth or broaden our product offerings, we currently have no binding commitments with respect to any future acquisitions or strategic transactions. Products and Services Business solutions offerings LivePerson’s hosted platforms harness human, AI and bot-powered messaging on mobile apps, mobile and desktop web browsers, SMS, social media and third-party consumer messaging platforms. Our business-to-business services are all managed from a single user interface. By supplying a complete, unified consumer view, our solutions enable businesses to deliver a relevant, timely, personalized, and seamless consumer experience for heads of digital and customer care, as well as e-commerce, marketing, and contact center executives. In addition to product offerings, LivePerson provides professional services and value-added business consulting to support complete deployment and optimization of our enterprise solutions. Revenue attributable to our monthly hosted Business services accounted for 79% of total revenue for the year ended December 31, 2018 and 82% of total revenue for the years ended December 31, 2017 and 2016. LiveEngage. LiveEngage, LivePerson’s enterprise-class, cloud-based platform, enables businesses and consumers to connect through conversational interfaces, such as in-app and mobile messaging, while leveraging bots and AI to increase efficiency. The platform, which is targeted at heads of digital and customer care, as well as e-commerce, marketing, and contact center executives, combines sophisticated mobile and online engagement technology with robust business intelligence and big data to produce compelling, measurable results by intelligently engaging consumers based on a real-time understanding of consumer needs. Rich, contextually aware targeting, actionable insights and personalized experiences, 8 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan 2 22 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] empower businesses to get the most out of their existing online, mobile and social platforms. Potential benefits of LiveEngage include increased agent efficiency, decreased customer care costs, improved customer experiences, higher conversion rates and increased customer lifetime value. LiveEngage was designed for Conversational Commerce, enabling businesses to securely deploy messaging, coupled with bots and AI, at scale for brands with tens of millions of customers and many thousands of customer care agents. LiveEngage powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, SMS, social media and third-party consumer messaging platforms. Brands can also use LiveEngage to message consumers when they dial a 1-800 number instead of having them navigate interactive voice response systems and wait on hold. The platform seamlessly integrates LivePerson’s Maven AI engine as well as third-party bots, enabling brands to manage both AI-based agents and human agents from a single console. The robust, cloud-based suite of rich mobile messaging and real-time chat offerings features intelligent routing and capacity mapping, queue prioritization, customer sentiment, real-time analytics and reporting, content delivery, Payment Card Industry compliance, cobrowsing and a sophisticated proactive targeting engine. With LiveEngage, agents can manage all conversations with consumers through a single console interface, regardless of which disparate messaging endpoints the consumers originate from; i.e., WhatsApp, Line, Apple Business Chat, IVR, or Google Home. An extensible API stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than three dozen APIs are available on LiveEngage. LiveEngage enables the combination of real time on-site data and off-site behavioral data, with a broad set of historical and operational data. Proprietary analytics utilize this data to target end users with compelling engagement options at any step in the conversion funnel and throughout the customer lifecycle. LiveEngage enables customers to maximize online revenue opportunities, improve conversion rates and reduce shopping cart abandonment by proactively engaging the right visitor, using the right channel, at the right time. Our solution identifies segments of website visitors who demonstrate the highest propensity to convert, and engages them in real-time with relevant content and offers, helping to generate incremental sales. LiveEngage also reduces costs in the contact center relative to voice, by identifying consumers who may be struggling with their self-help experience, and proactively connecting them to a live consumer care specialist via messaging, who can manage several conversations at once. This comprehensive solution blends a proven value-based methodology with an active rules-based engagement engine and deep domain expertise to increase first contact resolution, improve consumer satisfaction, and reduce attrition rates. Maven. Maven, announced in December 2018, operates as the brains behind new LivePerson AI-based products, and was developed using our conversational data set of millions of brand-to-consumer interactions. Maven was custom designed for Conversational Commerce, putting the power of bot development, training and management into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Through Maven Assist, agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating LiveEngage with Maven, as well as third-party bots, the platform provides businesses with a comprehensive view of all AI-based and human-based conversations from a single console. Some of the first products developed on the Maven AI engine include: • • Conversation Builder, which non-technical staff such as contact center agents use to design high-quality automated conversations. The conversations are not built from scratch. Conversation Builder creates the initial versions by mining a brand’s existing conversation transcripts. Prebuilt industry templates are also available, providing the dialogue and integrations necessary for common use cases such as billing. Conversation Manager, a console that suggests automated responses and next best actions to contact center agents, who edit and select from them. Edits and selections dynamically improve the responses and next best actions. When the content reaches a brand-set accuracy threshold, it 9 2 22 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan can be offered to consumers without human intervention. Conversation Manager also includes sentiment monitoring to alert contact center agents to conversations that require their attention. Designed for use in large contact centers, Conversation Manager sends these requests to agents who have the capacity and appropriate skills to respond. A major retail brand that adopted this approach in its sales operation increased agent productivity up to 220% within 12 weeks of launch. • Conversation Intelligence, dashboards and reporting which take the true voice of the customer — their direct discussions with a brand, spoken in their natural language — and turn it into actionable sales and service intelligence. A major wireless provider using early versions of Conversation Intelligence reported the product identifies the root cause of service issues faster than monitoring software, enabling the provider to accelerate the fix and reduce inbound customer inquiries. A leading hospitality firm used Conversation Intelligence to identify and add new, top-selling items to its menu selection. Professional Services. The mission of our Professional Services team is to help customers optimize the performance of our products in order to drive incremental value through their mobile and online sales and/or service channel(s). This talented group utilizes their deep domain expertise and years of hands-on experience to provide customers with detailed analyses and measurements of their LivePerson deployment that drive strategies and decisions on how to optimize mobile and online messaging, real-time chat, and bot and AI integration. Deliverables of the team include scorecards that measure and chart performance trends, analyses and recommendations for conversational design, web design and process improvement, transcript reviews to discover both voice of the consumer insight and agent improvement opportunities, custom training of call center agents and management, and ongoing management of messaging programs to ensure alignment with current business practices and objectives. The team’s value-added methodology and approach to guiding customers towards messaging channel and human/bot agent optimization is an important component of the LivePerson offering, and gives our customers a competitive advantage in the digital world. Revenue attributable to professional services accounted for 13% of total revenue for the year ended December 31, 2018 and 10% of total revenue for each of the years ended December 31, 2017 and 2016. Consumer offering Our consumer services offering is an online marketplace that connects independent service providers (Experts) who provide information and knowledge for a fee via mobile and online messaging with individual consumers (Users). Users seek assistance and advice in various categories including personal counseling and coaching, computers and programming, education and tutoring, spirituality and religion, and other topics. Revenue from our Consumer segment accounted for approximately 8% of total revenue for the years ended December 31, 2018 and 2017, and 7% of total revenue for the year ended December 31, 2016, respectively. Customers More than 18,000 customers have deployed our business solutions, including Fortune 500 companies, dedicated Internet businesses, a broad range of online merchants, as well as numerous SMBs, automotive dealers, universities, libraries, government agencies and not-for-profit organizations. Our solutions benefit organizations of all sizes conducting business or communicating with consumers through mobile and online messaging and chat. We plan to continue to focus on key target markets: consumer/retail, telecommunications, technology and automotive, within the United States and Canada, Latin America, Europe and the Asia-Pacific region. travel/hospitality, financial services, No single customer accounted for or exceeded 10% of our total revenue in 2018, 2017 or 2016. 2 22 Sales and Marketing Sales We sell our business products and services by leveraging a common methodology through both direct and indirect sales channels. 10 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Our sales process focuses on the perspective that Conversational Commerce requires an operational transformation that changes how brands engage with consumers across service, sales, marketing and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done right, the entire consumer lifecycle with a brand will be maintained within the Conversational Commerce relationship, and traffic will steadily shift away from lower returning voice calls, websites and apps to higher returning messaging endpoints. Our mobile and online messaging solutions are targeted at business executives whose primary responsibility is optimization of customer care, sales and marketing, or optimizing a consumer’s journey across the brand’s digital properties. Our solutions enable organizations to provide effective customer service, sales and marketing by deflecting costly phone calls and emails to the more cost efficient mobile and online messaging channel. We focus on the value that our solutions deliver in the form of increased agent efficiency, reduced contact center costs, increased customer satisfaction, improved customer lifetime value, maximized digital consumer acquisition, and optimized website and mobile business outcomes. LivePerson supports any organization with a company-wide strategic initiative to improve the overall mobile and online consumer experience. Within the business solutions segment we have aligned our field organization to address the different sales strategies of our target markets: Enterprise and large mid-market. We target large mid-market and enterprise businesses primarily with direct sales and customer success teams. Across the globe we are targeting a select group of brands, many of them already customers, that hold the power to transform customer care. These enterprises have thousands of agents in their contact centers and collectively connect with billions of consumers each year. We leverage thought leadership and related events to showcase our strength in messaging and AI, and highlight existing reference customers who share their successes on our platform and how they achieved positive ROIs. Increasingly, we are also working with large third-party system integrators, technology providers and business process outsourcers to supplement our direct sales effort. For our large and more complex customers, our sales methodology often begins with research and the value drivers and key discovery meetings that enable us to develop a deep understanding of performance metrics of a prospective customer. We then present an analytical review detailing how our solutions and industry expertise can affect these value drivers and metrics. Once we validate solution capabilities and prove financial return on investment, we transition to a program management model wherein we work hand-in-hand with the customer, providing detailed analysis, measurements and recommendations that help optimize their performance and ensure ongoing program success. In 2018, we introduced a pilot accelerator program, where we offer customers the option to test our entire platform, across all messaging endpoints and customer use cases, at an entry level price point for a period of three to nine months. This pilot program is intended to accelerate sales cycles and enable customers to rapidly assess the potential ROI and differentiation of our solutions before committing to a more substantial and extended deployment. We expect pilot accelerators to be an increasingly larger component of our sales pipeline and initial deal activity in 2019, based on the initial success of the program in 2018. Small business and small mid-market. We target small business and small mid-market customers with a mix of direct, online self-service and third-party partner channels. Our customer acquisition strategy centers on leveraging customer word-of-mouth, our leading brand name, online marketing and partnerships. We also leverage marketing programs and partner resources to promote increased usage and product adoption within these customers. Indirect Sales. Resources within our organization are focused on developing partnerships to generate revenues via referral partnerships and indirect sales through channel partners. By maximizing market coverage via partners who provide lead referrals and complementary products and services, we believe this channel supports revenue opportunities without incurring the costs associated with traditional direct sales. 11 2 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan Customer Support Our Professional Services group provides deployment support and ongoing business consulting to enterprise and mid-market customers and maintains involvement throughout the engagement lifecycle. All LivePerson customers have access to 24/7 help desk services through messaging, chat, and technical support ticketing. Marketing Our marketing efforts in support of our business operations are organized around the needs, trends and characteristics of our existing and prospective customer base. Our deep relationship with existing customers fosters continuous feedback and critical data analysis, thereby allowing us to develop and refine marketing programs that drive adoption across multiple customer segments. We have a global team, spread across key geographies that is focused on marketing our brand, products and services to executives responsible for the digital channel, the consumer experience, marketing, sales, IT, and consumer service operations of their organization. Our main focus is on the consumer/retail, telecommunications, financial services, travel/hospitality, technology and automotive industries. Our integrated marketing strategy is focused on driving demand, building customer and consumer advocacy, driving adoption of our LiveEngage platform, and supporting key areas of business, especially large enterprise, but also including mid-sized and small business, partners and international entities. We aim to achieve this by delivering high-touch, small group events for senior executives, to educate them on messaging and the transformational ways that digital communication can help their business. We also market our software via high-level thought leadership campaigns, industry event participation, personalized lead generation campaigns to reach potential and existing customers using mediums such as paid and organic search, direct email and mail, industry- and category-specific tradeshows and events, and telemarketing. Our marketing strategy also encompasses a strategic communications approach that integrates public relations, social media, and analyst/influencer relations. We are focused on using those channels to communicate our brand value, to those key stakeholders, to increase overall brand and technology awareness. Communications seek to highlight key customer success stories, and promote executive thought leadership via contributed content, speaking opportunities and press interviews, to raise LivePerson’s profile and reinforce our position as an industry leader. Competition The markets for mobile and online business messaging, and digital engagement technology are intensely competitive, rapidly changing and characterized by aggressive marketing, pricing pressure, evolving industry standards, rapid technology developments and frequent new product introductions. We believe that competition will continue to increase as our current competitors increase the sophistication of their offerings and as new participants enter the market, which may cause additional pricing pressure. If we are unable to accurately anticipate technology developments and continue to innovate in the markets in which we compete, or our competitors are more successful than us at developing compelling new products and services or at attracting and retaining customers, we may lose revenue and market share and our operating results could be adversely affected. We believe that most contact center technology vendors incorrectly view messaging as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that messaging and AI are the foundation for Conversational Commerce, which transforms how agents operate and how brands engage with consumers across service, sales, marketing, and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done correctly, the entire consumer lifecycle with a brand will be maintained within the Conversational Commerce relationship, and traffic will steadily shift away from lower returning voice calls, websites and apps to higher returning messaging endpoints. We believe that our differentiated approach to the Conversational Commerce industry, combined with our unique technology and expertise, has established the Company as a market leader, with an ability to deliver superior returns on investment: 12 2 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan • • The LiveEngage enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for Conversational Commerce, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, LiveEngage is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across NLU providers. LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in Conversational Commerce, publishing a proprietary Conversational Quotient™ Index that measures each customer across multiple key indicators to ascertain their level of conversational maturity. Each business is then benchmarked against industry peers to determine their relative progression. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and oftentimes inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI. We believe this same focus on technological innovation, expertise and enterprise-class capabilities contributed to LivePerson’s positioning as a leader in the legacy chat market. We estimate our share of legacy chat was approximately 35% in 2016, based on Allied Market Research’s industry forecast of $590 million, and our 2016 chat-driven B2B revenue of approximately $207 million. We have current and potential competition from providers of messaging and digital engagement solutions that enable companies to engage and connect with their consumer customers, as well as technology providers that offer customer relationship management and contact center solutions. We have current and potential competitors in many different industries, including: • • • • technology or service providers offering or powering competing digital engagement, contact center, communications or customer relationship management solutions such as, eGain, Genesys, Nuance, Oracle, Salesforce.com and Twilio; service providers that offer basic messaging products or services with limited functionality free of charge or at significantly reduced entry level prices; social media, social listening, messaging, artificial intelligence, bots, e-commerce, and/or data and data analytics companies, such as Facebook, Google, and WeChat, which may leverage their existing or future capabilities and consumer relationships to offer competing B2B solutions; and customers that develop and manage their messaging solutions in-house In addition, many of our current and potential competitors have substantial competitive advantages, such as greater brand recognition, significantly larger financial, marketing, and resource and development budgets, access to larger customer and/or consumer bases, larger and more established marketing and distribution relationships, and/or more diverse product and service offerings. As a result, these competitors may be able to respond more quickly and effectively than we can to any change in the general market acceptance of messaging services or any new or changing opportunities, technologies, standards, pricing strategies or customer requirements. Also, because of these advantages, potential customers may select a competitor’s products and services, even if our services are more effective. For all of these reasons, we may not be able to compete successfully against our current and future competitors. Technology Three key technological features distinguish the LivePerson services: • We support our customers through a secure, scalable server infrastructure. In North America, our primary servers are hosted in a fully-secured, top-tier, third-party server center located in the Mid-Atlantic United States, and are supported by a top-tier backup server facility located in the 13 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan Western United States. In Europe, our primary servers are hosted in a fully-secured, top-tier, third-party server center located in the United Kingdom and are supported by a top-tier backup server facility located in The Netherlands. In the Asia Pacific region, our primary and backup servers are hosted in fully-secured, top-tier, third-party server centers located in Australia. Nearly all of our larger customers outside of the United States are hosted within our UK- and Australia-based facilities. By managing our servers directly, we maintain greater flexibility and control over the production environment allowing us to be responsive to customer needs and to continue to provide a superior level of service. Utilizing advanced network infrastructure and protocols, our network, hardware and software are designed to accommodate our customers’ demand for secure, high-quality 24/7 service, including during peak times such as the holiday shopping season. As a hosted service, we are able to add additional capacity and new features quickly and efficiently. This has enabled us to provide these benefits simultaneously to our entire customer base. In addition, it allows us to maintain a relatively short development and implementation cycle. As a SaaS provider, we focus on the development of tightly integrated software design and network architecture. We dedicate significant resources to designing our software and network architecture based on the fundamental principles of security, reliability and scalability. • • Software Design. Our software design is based on client-server architecture. Since we are a SaaS provider, LiveEngage customers and visitors to our customers’ websites require only a standard Web browser and do not need to download software from LivePerson in order to interact with our customers’ operators or to use the LivePerson services. We also provide APIs that enable our customers and third-parties to integrate LiveEngage with custom designed applications. Network Architecture. The software underlying our services is integrated with scalable and reliable network architecture. Our network is scalable; we do not need to add new hardware or network capacity for each new LivePerson customer. This network architecture is hosted in co-location facilities with redundant network connections, servers and other infrastructure, enabling superior availability. Our backup server infrastructure housed at separate locations provides our primary hosting facilities with effective disaster recovery capability. We comply with security standards such as SOC2 and PCI. For increased security, through a multi-layered approach, we use advanced firewall architecture and industry-leading encryption standards and employ third-party experts to further validate our systems’ security. We also enable our customers to further encrypt their sensitive data using more advanced encryption algorithms. Government Regulation We and our customers are subject to a number of laws and regulations in the United States and abroad, including laws related to conducting business on the Internet and on mobile devices, such as laws regarding data privacy, data protection, information security, cybersecurity, restrictions or technological requirements regarding the collection, use, storage, protection, disposal transfer or other processing of consumer data, content, consumer protection, internet (or net) neutrality, advertising, electronic contracts, taxation, provision of online payment services (including credit card processing), and intellectual property rights, which are continuously evolving and developing. Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, even if we don’t have a local entity, employees or infrastructure. Foreign data protection, privacy, and other laws and regulations may often be more restrictive than those in the United States. The scope and interpretation of the laws and other obligations that apply to us, including those related to user privacy and data security, are often uncertain and may be conflicting, particularly laws and obligations outside the United States. There is a risk that these laws may be interpreted and applied differently in any given jurisdiction in a manner that is not consistent with our current practices, which could cause us to incur substantial cost and could negatively impact our brand, reputation and business. U.S. and international privacy laws and regulations are evolving and changing, are subject to differing interpretations, may be costly to comply with, and may be inconsistent among countries and jurisdictions or conflict with other rules. As we expand our operations in these countries, our liability exposure and the 14 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan complexity and cost of compliance with data and privacy requirements will likely increase. Any failure by us to comply with our posted privacy policies, applicable federal, state or international laws and regulations relating to data privacy and data protection, or the privacy commitments contained in our contracts, could result in proceedings against us by governmental entities, customers, consumers, watchdog groups or others, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the increased attention focused upon liability as a result of lawsuits and legislative proposals and enactments could harm our reputation or otherwise impact the growth of our business. Laws and practices regarding handling and use of personal and other information by companies have come under increased public scrutiny, and governmental entities, consumer agencies and consumer advocacy groups have called for increased regulation and changes in industry practices. For example, in December 2015, following the conclusion of the “trilogue” meetings between the European Parliament, the Council of the European Union, and the European Commission, an agreement was announced with respect to a new EU data protection framework, the General Data Protection Regulation (“GDPR”), which became effective in May 2018 and applies across the European Union. The GDPR replaces the current EU Data Protection Directive and imposes significantly greater compliance burdens on companies with users and/or operations in the European Union and, for noncompliance, provides for considerable fines up to the higher of 20 million Euros and 4% of global annual revenue. Since the summer of 2018, European regulators have already issued several fines pursuant to the GDPR. One material change is that data processors (as that term is defined by applicable EU data protection law) have direct obligations, including implementing technical and organizational measures, and enhanced notification rules. The GDPR also imposes certain technological requirements that may require us to make changes to our services to enable LivePerson and/or our customers to meet the new legal requirements and may impact how data protection is addressed in our customer and vendor agreements. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and it is possible that despite our efforts, governmental authorities or third parties will assert that our services or business practices fail to comply. We also must require vendors that process personal data to take on additional privacy and security obligations, and some may refuse, causing us to incur potential disruption and expense related to our business processes. If our policies and practices, or those of our vendors, are, or are perceived to be, insufficient, we could be subject to enforcement actions or investigations by EU Data Protection Authorities or lawsuits by private parties and our business could be negatively impacted. the EU’s to replace (e-Privacy Regulation) The European Union has also released a proposed Regulation on Privacy and Electronic Communications current Privacy and Electronic Communications Directive (e-Privacy Directive) to, among other things, better align with the GDPR, to amend the current e-Privacy Directive’s rules on the use of cookies and other tracking technologies, and to harmonize across current EU member state e-privacy data protection laws. Compliance with changes in laws and regulations related to privacy may require significant cost, limit the use and adoption of our services, and require material changes in our business practices that result in reduced revenue. Noncompliance could result in material fines and penalties, litigation, regulatory investigation and/or governmental orders requiring us to change our data practices, which could damage our reputation and harm our business. Additionally, as web and mobile commerce continues to evolve, regulation by federal, state and foreign governments or agencies in the areas of data privacy and data security is likely to increase. For instance, the EU-US Safe Harbor program, which provided a valid legal basis for transfers of personal data from Europe to the United States, was invalidated on October 6, 2015, resulting in a significant impact on the transfer of data from the European Union to U.S. companies, including us. In July 2016, the European Union and the United States agreed to a new framework called the EU-US Privacy Shield (“EU Privacy Shield”) that provides a mechanism for companies to transfer data from EU member states to the United States and that LivePerson certified to in September 2016. Similarly, a new Swiss-U.S. Privacy Shield (“Swiss Privacy Shield”) was announced in January 2017 that replaces the former Swiss-U.S. Safe Harbor. The EU Privacy Shield is subject to an annual review that could result in changes to our obligations. It could also be disruptive to our business if customers have concerns regarding the transfer of data from the European Union to the United States using the EU Privacy Shield or Swiss Privacy Shield as a transfer mechanism. The EU Privacy Shield, Swiss Privacy Shield, and other frameworks may be challenged by regulators and/or private parties and reviewed by the European courts, which may lead to uncertainty about the legal 15 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 33 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan basis for data transfers outside the EU. For example, there is current litigation pending that could impact companies’ ability to use the “standard contractual clauses” previously approved by the European Commission as a mechanism for data transfers from the EU to the US. Ongoing legal reviews may result in burdensome or inconsistent requirements affecting the location and movement of our customer and internal employee data as well as the management of that data. Compliance may require changes in services, business practices, or internal systems that result in increased costs, lower revenue, reduced efficiency, or greater difficulty in competing with foreign-based firms. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged noncompliant activity. While there are other legally recognized mechanisms, such as standard Model Contractual Clauses, that we believe allow for the lawful transfer of EU personal data to the United States these mechanisms have also been subjected to regulatory or judicial scrutiny and may be invalidated or evolve to include new legal requirements that could have an impact on how we move data between and among countries and regions in which we operate, which could affect how we provide our services or adversely impact our financial results. In addition to the changing regulatory landscape in the European Union, in June 2018, the State of California legislature passed the California Consumer Privacy Act of 2018 (“CCPA”), which gives California residents new data privacy rights and may require us to make new disclosures to them about our data collection, use and sharing practices. The CCPA also allows consumers to opt out of certain data sharing with third parties, and provides a new cause of action for data breaches. As currently enacted, the CCPA takes effect on January 1, 2020. In addition to government activity, privacy advocacy and other industry groups have established and may continue to establish new self-regulatory standards that may place additional burdens on us. If our privacy practices are deemed unacceptable by watchdog groups or privacy advocates, such groups may take measures that harm our business by, for example, disparaging our reputation and our business, which may have a material adverse effect on our results of operations and financial condition. In addition, privacy concerns may cause consumers to avoid online sites that collect various forms of data or to resist providing the data necessary to allow our customers to use our services effectively. Even the perception of data security and data privacy concerns, whether or not valid, could inhibit sales and market acceptance of our products and services. Businesses using our products and services may collect data from their users. Various federal, state and foreign government bodies and agencies impose laws regarding collection, use, storage, retention disposal, transfer or other processing of data from website visitors. We offer our customers a variety of data security procedures and practices, such as encryption for data at rest and masking algorithms for sensitive data prior to transfer to our database, in an effort to protect information. Changes to applicable laws and how they are interpreted relating to data privacy and data security and other consumer protection areas could significantly increase the cost to us and our customers of regulatory compliance and could negatively impact our business. For instance, some states in the United States have enacted legislation designed to protect consumer privacy by prohibiting the distribution of “spyware” over the Internet. Such legislation typically focuses on is used to restricting the proliferation of software that, when installed on an end user’s computer, intentionally and deceptively take control of the end user’s machine. We do not believe that the data monitoring methods that we employ constitute “spyware” or are prohibited by applicable laws. However, federal, state and foreign laws and regulations, many of which can be enforced by government entities or private parties, are constantly evolving and can be subject to significant changes in application and interpretation. If, for example, the scope of the previously mentioned “spyware” legislation were changed to include web analytics, such legislation could apply to the technology we use and potentially restrict our ability to conduct our business. In addition, regulatory authorities and governments around the world are considering a number of legislative and regulatory proposals concerning privacy, collection and use of website visitor data, data storage, data protection, the “right to be forgotten,” content regulation, cybersecurity, government access to personal information, online advertising, email and other categories of electronic spam, and other matters that may be applicable to our business. Compliance with these laws may require substantial investment or 16 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 33 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan may be technologically challenging for us. For example, some jurisdictions, including the United States, are considering whether the collection of anonymous data may invade the privacy of website visitors. If laws or regulations are enacted that limit data collection or use practices related to anonymous data, we and/or our customers may be required to obtain the express consent of web visitors in order for our technology to perform certain basic functions that are based on the collection and use of technical data. Requirements that a website must first obtain consent from its web visitors before using our technology could reduce the amount and value of the services we provide to customers, which might impede sales and/or cause some existing customers to discontinue using our services. It is also likely that, as our business grows and evolves, an increasing portion of our business shifts to mobile, and our solutions are offered and used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. We could need to expend considerable effort and resources to develop new product features and/or procedures to comply with any such legal requirements. It is difficult to predict how existing laws will apply to our business and what new laws and legal obligations we may become subject to. If we are not able to comply with these laws or other legal obligations, or if we become liable under them, we may be forced to implement material changes to our business practices, delay release of new and enhanced services and expend substantial resources, which would negatively affect our business, financial condition and results of operations. In addition, any increased attention focused on liability issues, or as a result of regulatory fines or lawsuits, could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results. The Company monitors pending legislation and regulatory initiatives to ascertain relevance, analyze impact and develop strategic direction surrounding regulatory trends and developments. Due to shifting economic and political conditions, tax policies or rates in various jurisdictions may be subject to significant change. A range of other proposed or existing laws and new interpretations of existing laws could have an impact on our business. For example: Government agencies and regulators have reviewed, are reviewing and will continue to review, the personal data handling practices of companies doing business online, including privacy and security policies and practices. This review may result in new laws or the promulgation of new regulations or guidelines that may apply to our products and services. For example, the State of California and other states have passed laws relating to disclosure of companies’ practices with regard to Do-Not-Track signals from Internet browsers, the ability to delete information of minors, and new data breach notification requirements. California has also adopted privacy guidelines with respect to mobile applications. Outside the European Union and the United States, a number of countries have adopted or are considering privacy laws and regulations that may result in significant greater compliance burdens. Existing and proposed laws and regulations regarding cybersecurity and monitoring of online behavioral data, such as the proposed “Do Not Track” regulations, regulations aimed at restricting certain targeted advertising practices and collection and use of data from mobile devices, and other proposed online privacy legislation could potentially apply to some of our current or planned products and services. Existing and proposed laws and regulations related to email and other categories of electronic spam could impact the delivery of commercial email and other electronic communications by us or on behalf of customers using our services. The U.S. Federal Trade Commission, or FTC, in particular has aggressively investigated and brought enforcement actions against companies that fail to comply with their privacy or data security commitments to consumers, or fail to comply with regulations or statutes such as the Children’s Online Privacy Protection Act. Any investigation or review of our practices may require us to make changes to our products and policies, which could harm our business. Currently there are many proposals by lawmakers and industry groups in this area, both in the United States and overseas, which address the collection, maintenance and use of personal information, web browsing and geolocation data, and establish data security and breach notification requirements. Further, regulators and industry groups have also released self-regulatory principles and guidelines for various data privacy and security practices. Given that this is an evolving and the imposition of any new significant restrictions or technological unsettled area of requirements could have a negative impact on our business. regulation, We might unintentionally violate such laws now and in the future; such laws or their interpretation or application may be modified; and new laws may be enacted in the future. Any such developments could subject us to legal liability exposure, and harm our business, operating results and financial condition. 17 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 33 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan Intellectual Property and Proprietary Rights We rely on a combination of patent, copyright, trade secret, trademark and other common law protections in the United States and other jurisdictions, as well as confidentiality requirements and contractual provisions, to protect our proprietary technology, processes and other intellectual property. We own a portfolio of patents and patent applications in the United States and internationally and regularly file patent applications to protect intellectual property that we believe is important to our business, including intellectual property related to digital engagement technology and web and mobile based consumer-facing services. We believe the duration of our patents is adequate relative to the expected lives of our products and services. We pursue the registration of our domain names, trademarks and trade names in the United States and in certain locations outside the United States. We also own copyrights, including in our software, publications and other documents authored by us. These intellectual property rights are important to our business and marketing efforts. We seek to protect our intellectual property rights by relying on federal, state, and common law rights, including registration, or otherwise in the United States and certain foreign jurisdictions, as well as contractual restrictions. However, we believe that factors such as the technological and creative skills of our personnel, new service developments, frequent enhancements and reliable maintenance are more essential to establishing and maintaining a competitive advantage. Others may develop technologies that are similar or superior to our technology. We enter into confidentiality and other written agreements (including invention assignment agreements) with our employees, consultants, customers, potential customers, strategic partners, and other third parties, and through these and other written agreements, we attempt to control access to and distribution of our software, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a service with the same functionality as our services. Policing unauthorized use of our services and intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology or intellectual property rights, particularly in foreign countries where we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective. Substantial litigation regarding intellectual property rights exists in the software industry. In the ordinary course of our business, our services and/or our customers’ use of our services have been and may be increasingly subject to third-party infringement claims as claims by non-practicing entities become more prevalent and as the number of competitors in our industry segment grows and the functionality of services in different industry segments overlaps. Some of our competitors in the market for digital engagement technology and/or web and mobile based consumer-facing services or other third parties may have filed or may intend to file patent applications covering aspects of their technology and have asserted or may assert claims against us. Any claims alleging infringement of third-party intellectual property rights could require us to spend significant amounts in litigation (even if the claim is invalid), distract management from other tasks of operating our business, pay substantial damage awards, prevent us from selling our products, delay delivery of our services, develop non-infringing software, technology, business processes, systems or other intellectual property (none of which might be successful), or limit our ability to use the intellectual property that is the subject of any of these claims, unless we enter into license agreements with the third parties (which may be costly, unavailable on commercially reasonable terms, or not available at all). Therefore, any such claims could have a material adverse effect on our business, results of operations, cash flows and financial condition. The duration of the protection afforded to our intellectual property depends on the type of property in question, the laws and regulations of the relevant jurisdiction and the terms of its license agreements with others. With respect to our trademarks and trade names, trademark laws and rights are generally territorial in scope and limited to those countries where a mark has been registered or protected. While trademark registrations may generally be maintained in effect for as long as the mark is in use in the respective jurisdictions, there may be occasions where a mark or title is not registrable or protectable or cannot be used in a particular country. In addition, a trademark registration may be cancelled or invalidated if challenged by others based on certain use requirements or other limited grounds. The duration of property rights in trademarks, service marks and tradenames in the United States, whether registered or not, is predicated on our continued use. 18 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 33 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan Employees As of December 31, 2018, we had 1,106 full-time employees. Our employees are not covered by collective bargaining agreements. We believe our relations with our employees are satisfactory. Website Access to Reports We make available, free of charge, on our website (www.liveperson.com), our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the Securities and Exchange Commission. The Company’s web site address provided above is not intended to function as a hyperlink, and the information on the Company’s web site is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference herein. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. 19 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan Item 1A. Risk Factors The following are certain of the important risk factors that could cause, or contribute to causing, our actual operating results to differ materially from those indicated, expected or suggested by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time. The risks described below are not the only ones we face. Additional risks not presently known to us, or that we currently deem immaterial, may become important factors that impair our business operations. Prospective and existing investors are strongly urged to carefully consider the various cautionary statements and risks set forth in this report and other public filings before deciding to purchase, hold or sell our common stock. Risks Related to Our Business Our quarterly revenue and operating results may fluctuate significantly, which may cause a substantial decline in the trading price of our common stock. We have in the past incurred, and may in the future incur, losses and experience negative cash flows, either or both of which may be significant and may cause our quarterly revenue and operating results to fluctuate significantly. These fluctuations may result from a variety of factors, many of which are outside of our control. Some of the important factors that may cause our revenue and operating results to fluctuate include: • • • • • • • • • • • • • our ability to attract and retain new customers; our ability to retain and increase sales to existing customers; our customers’ demand for our services and business success; consumer demand for our services; the introduction of new services by us or our competitors; our ability to innovate and provide new services for our customers; our ability to maintain and add integrations with third-party consumer messaging platforms and endpoints; changes in our pricing models or policies or the pricing policies of our current and future competitors; continued adoption by companies of mobile and cloud-based messaging solutions; continued adoption by Experts and Users of web-based advice services; our ability to avoid and/or manage service interruptions, disruptions, or security incidents; exposure to foreign currency exchange rate fluctuations; and the amount and timing of capital expenditures and other costs related to operation and expansion of our business, including those related to acquisitions. Our revenue and operating results may also fluctuate significantly in the future due to the following factors that are entirely outside of our control: • • economic conditions specific to the Internet, mobile technology, electronic commerce and cloud computing; and general, regional and/or global economic and political conditions. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely upon these comparisons or our past results as indicators of our future performance. Due to the foregoing factors, it is possible that our operating results in one or more future quarters may fall below the expectations of securities analysts and investors or below any guidance we may provide to the market. If this occurs, the trading price of our common stock could decline significantly. 20 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 3 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 The markets in which we participate are highly competitive, and we may lose customers and revenue if we are not able to innovate or effectively compete. The markets for mobile and online business messaging and digital engagement technology are intensely competitive, rapidly changing and characterized by aggressive marketing, pricing pressure, evolving industry standards, rapid technology developments and frequent new product introductions. We believe that competition will continue to increase as our current competitors increase the sophistication of their offerings and as new participants enter the market, which may cause additional pricing pressure. If we are unable to accurately anticipate technology developments and continue to innovate in the markets in which integrations with social media and other third-party consumer we compete and develop successful messaging platforms and endpoints, or our competitors are more successful than us at developing compelling new products, services and integrations, or at attracting and retaining customers, we may lose revenue and market share and our operating results could be adversely affected. We believe that most online retailers view messaging and Conversational Commerce as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that Conversational Commerce requires an operational transformation that changes how brands engage with consumers across service, sales, marketing and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done correctly, the entire consumer lifecycle with a brand will be maintained within the Conversational Commerce relationship, and traffic will steadily shift away from lower returning voice calls, websites and apps to higher returning messaging endpoints. We believe that LivePerson’s differentiated approach to the Conversational Commerce industry, combined with its unique technology and expertise, has established the Company as a market leader, with an ability to deliver superior returns on investment: • • The LiveEngage enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for Conversational Commerce, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, LiveEngage is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across NLU providers. LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in Conversational Commerce, publishing a proprietary Conversational Quotient™ Index that measures each customer across multiple key indicators to ascertain their level of conversational maturity. Each business is then benchmarked against industry peers to determine their relative progression. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and oftentimes inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI. We have current and potential competition from providers of messaging and digital engagement solutions that enable companies to engage and connect with their consumer customers, as well as technology providers that offer customer relationship management and contact center solutions. We have current and potential competitors in many different industries, including: • • technology or service providers offering or powering competing digital engagement, contact center, communications or customer relationship management solutions, such as eGain, Genesys, Nuance. Oracle, Salesforce.com, and Twilio; service providers that offer basic messaging products or services with limited functionality free of charge or at significantly reduced entry level prices; 21 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT • • social media, social listening, messaging, artificial intelligence, bots, e-commerce, and/or data and data analytics companies, such as Facebook, Google and WeChat, which may leverage their existing or future capabilities and consumer relationships to offer competing B2B solutions; and customers that develop and manage their messaging solutions in-house; In addition, many of our current and potential competitors have substantial competitive advantages, such as greater brand recognition, significantly larger financial, marketing, and resource and development budgets, access to larger customer and/or consumer bases, larger and more established marketing and distribution relationships, and/or more diverse product and service offerings. As a result, these competitors may be able to respond more quickly and effectively than we can to any change in the general market acceptance of messaging services or any new or changing opportunities, technologies, standards, pricing strategies or customer requirements. Also, because of these advantages, potential customers may select a competitor’s products and services, even if our services are more effective. For all of these reasons, we may not be able to compete successfully against our current and future competitors. The success of our business depends on retention of existing customers and their purchase of additional services, the migration of existing customers to our new platform, and attracting new customers and new consumer users of our consumer services. Our customers typically subscribe for our services for a twelve month term and may have no obligation to renew their subscription after expiration of the twelve month term. In some cases, our agreements are terminable or may terminate upon 30 to 90 days’ notice without penalty. If a significant number of our customers, or any one customer to whom we provide a significant amount of services, were to terminate services, reduce the amount of services purchased, or fail to purchase additional services, our results of operations may be negatively and materially affected. Dissatisfaction with the nature or quality of our services could also lead customers to terminate our service. We depend on monthly fees and interaction-based fees from our services for substantially all of our revenue. As part of our strategy, we are increasingly offering customers subscriptions with interaction-based fees. While this interaction-based fee model has demonstrated success in our business to date, it could potentially produce greater variability in our revenue as revenue in this model is impacted by the number of interactions that our customers generate through use of our products. Because of the historically small amount of services sold in initial orders, we depend significantly on the growth of our customer base and sales to new customers and sales of additional services to our existing customers. Our revenue could decline unless we are able to obtain additional customers or alternate revenue sources. Our business is subject to a variety of U.S. and international laws and regulations regarding privacy and data protection, and increased public scrutiny of privacy and security issues could result in increased government regulation, industry standards and other legal obligations that could adversely affect our business. We collect, process, store and use personal data and other information generated during mobile and online messaging between brands and consumers and between experts and consumers. We post our privacy policies and practices on our websites and we also often include privacy commitments in our contracts. Our business is subject to numerous federal, state and international laws and regulations regarding privacy, data protection, personal information, security, data collection, storage, use and transfer, and the use of cookies and similar tracking technologies. To the extent that additional legislation regarding user privacy is enacted, such as legislation governing the collection and use of information regarding Internet or mobile users through the use of cookies or similar technologies, the effectiveness of our services could be impaired by restricting us from collecting or using information that may be valuable to our customers and/or exposing us to lawsuits or regulatory investigations. The foregoing could have a material adverse effect our business, results of operations and financial condition. The scope of U.S. and international privacy laws and regulations is evolving and changing, subject to differing interpretations, may be costly to comply with, and may be inconsistent among countries and jurisdictions or conflict with other rules. As we expand our operations in these countries, our liability exposure and the complexity and cost of compliance with data and privacy requirements will likely increase. Any failure by us to comply with our posted privacy policies, applicable federal, state or international laws 22 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan 3 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 33 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 and regulations relating to data privacy and data protection, or the privacy commitments contained in our contracts, could result in proceedings against us by governmental entities, customers, consumers, watchdog groups or others, which could have a material adverse effect on our business, financial condition and results of operations. In addition, the increased attention focused upon liability as a result of lawsuits and legislative proposals and enactments could harm our reputation or otherwise impact the growth of our business. Laws and practices regarding handling and use of personal and other information by companies have come under increased public scrutiny, and governmental entities, consumer agencies and consumer advocacy groups have called for increased regulation and changes in industry practices. For example, in December 2015, following the conclusion of the “trilogue” meetings between the European Parliament, the Council of the European Union, and the European Commission, an agreement was announced with respect to a new EU data protection framework, the General Data Protection Regulation, which became effective in May 2018 and applies across the European Union. The GDPR replaces the EU Data Protection Directive, imposes significantly greater compliance burdens on companies with users and/or operations in the European Union and, for noncompliance, provides for considerable fines up to the higher of 20 million Euros and 4% of global annual revenue. Since the summer of 2018, European regulators have already issued several fines pursuant to the GDPR. One material change is that data processors (as that term is defined by applicable EU data protection law) have direct obligations, including implementing technical and organizational measures, and enhanced notification rules. The GDPR also imposes certain technological requirements that may require us to make changes to our services to enable LivePerson and/or our customers to meet the new legal requirements and may impact how data protection is addressed in our customer and vendor agreements. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and it is possible that despite our efforts, governmental authorities or third parties will assert that our services or business practices fail to comply. We also must require vendors that process personal data to take on additional privacy and security obligations, and some may refuse, causing us to incur potential disruption and expense related to our business processes. If our policies and practices, or those of our vendors, are, or are perceived to be, insufficient, we could be subject to enforcement actions or investigations by EU Data Protection Authorities or lawsuits by private parties and our business could be negatively impacted. The European Union has also released a proposed Regulation on Privacy and Electronic Communications (e-Privacy Regulation) to replace the EU’s Privacy and Electronic Communications Directive (e-Privacy Directive) to, among other things, better align with the GDPR, to amend the current e-Privacy Directive’s rules on the use of cookies and other tracking technologies, and to harmonize across current EU member state e-privacy data protection laws. Compliance with changes in laws and regulations related to privacy may require significant cost, limit the use and adoption of our services, and require material changes in our business practices that result in reduced revenue. Noncompliance could result in material fines and penalties, litigation, regulatory investigation and/or governmental orders requiring us to change our data practices, which could damage our reputation and harm our business. Additionally, as web and mobile commerce continues to evolve, regulation by federal, state and foreign governments or agencies in the areas of data privacy and data security is likely to increase. For instance, the EU-US Safe Harbor program, which provided a valid legal basis for transfers of personal data from Europe to the United States, was invalidated on October 6, 2015, resulting in a significant impact on the transfer of data from the European Union to U.S. companies, including us. In July 2016, the European Union and the United States agreed to a new framework called the EU-US Privacy Shield (“EU Privacy Shield”) that provides a mechanism for companies to transfer data from EU member states to the United States and that LivePerson certified to in September 2016. Similarly, a new Swiss-U.S. Privacy Shield (“Swiss Privacy Shield”) was announced in January 2017 that replaces the former Swiss-U.S. Safe Harbor. The EU Privacy Shield is subject to an annual review that could result in changes to our obligations. It could also be disruptive to our business if customers have concerns regarding the transfer of data from the European Union to the United States using the EU Privacy Shield or Swiss Privacy Shield as a transfer mechanism. 23 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT The EU Privacy Shield, Swiss Privacy Shield, and other frameworks may be challenged by regulators and/or private parties and reviewed by the European courts, which may lead to uncertainty about the legal basis for data transfers outside the EU. For example, there is current litigation pending that could impact companies’ ability to use the “standard contractual clauses” previously approved by the European Commission as a mechanism for data transfers from the EU to the US. Ongoing legal reviews may result in burdensome or inconsistent requirements affecting the location and movement of our customer and internal employee data, as well as the management of that data. Compliance may require changes in services, business practices, or internal systems that result in increased costs, lower revenue, reduced efficiency, or greater difficulty in competing with foreign-based firms. Failure to comply with existing or new rules may result in significant penalties or orders to stop the alleged noncompliant activity. While there are other legally recognized mechanisms, such as standard Model Contractual Clauses, that we believe allow for the lawful transfer of EU personal data to the United States, these mechanisms have also been subjected to regulatory or judicial scrutiny and may be invalidated or evolve to include new legal requirements that could have an impact on how we move data between and among countries and regions in which we operate, which could affect how we provide our services or adversely impact our financial results. In addition to the changing regulatory landscape in the European Union, in June 2018, the State of California legislature passed the California Consumer Privacy Act of 2018 (“CCPA”), which gives California residents new data privacy rights and may require us to make new disclosures to them about our data collection, use and sharing practices. The CCPA also allows consumers to opt out of certain data sharing with third parties, and provides a new cause of action for data breaches. As currently enacted, the CCPA takes effect on January 1, 2020. In addition to government activity, privacy advocacy and other industry groups have established and may continue to establish new self-regulatory standards that may place additional burdens on us. If our privacy practices are deemed unacceptable by watchdog groups or privacy advocates, such groups may take measures that harm our business by, for example, disparaging our reputation and our business, which may have a material adverse effect on our results of operations and financial condition. In addition, privacy concerns may cause consumers to avoid online sites that collect various forms of data or to resist providing the data necessary to allow our customers to use our services effectively. Even the perception of data security and data privacy concerns, whether or not valid, could inhibit sales and market acceptance of our products and services. Our business is subject to a variety of U.S. and foreign laws, and existing, new and developing regulatory or other legal requirements could subject us to claims or materially impact our business. We and our customers are subject to a number of laws and regulations in the United States and abroad, including laws related to conducting business on the Internet or mobile devices, such as laws regarding data privacy, data protection, information security, cybersecurity, restrictions or technological requirements regarding the collection, use, storage, protection, transfer or other processing of consumer data, content, consumer protection, internet (or net) neutrality, advertising, electronic contracts, taxation, provision of online payment services (including credit card processing), and intellectual property rights, which are continuously evolving and developing. Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, even if we don’t have a local entity, employees or infrastructure. Foreign data protection, privacy, and other laws and regulations may often be more restrictive than those in the United States. The scope and interpretation of the laws and other obligations that apply to us, including those related to user privacy and data security, are often uncertain and may be conflicting, particularly laws and obligations outside the United States. There is a risk that these laws may be interpreted and applied differently in any given jurisdiction in a manner that is not consistent with our current practices, which could cause us to incur substantial cost and could negatively impact our brand, reputation and business. Businesses using our products and services may collect data from their users. Various federal, state and foreign government bodies and agencies impose laws regarding collection, use, storage, retention, disposal, transfer or other processing of data from website visitors. We offer our customers a variety of data security procedures and practices, such as encryption for data at rest and masking algorithms for sensitive data prior 24 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan 3 33 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] to transfer to our database, in an effort to protect information. Changes to applicable laws and how they are interpreted relating to privacy and data security could significantly increase the cost to us and our customers of regulatory compliance and could negatively impact our business. For instance, some states in the United States have enacted legislation designed to protect consumer privacy by prohibiting the distribution of “spyware” over the Internet. Such legislation typically focuses on restricting the proliferation of software that, when installed on an end user’s computer, is used to intentionally and deceptively take control of the end user’s machine. We do not believe that the data monitoring methods that we employ constitute “spyware” or are prohibited by applicable laws. However, federal, state and foreign laws and regulations, many of which can be enforced by government entities or private parties, are constantly evolving and can be subject to significant changes in application and interpretation. If, for example, the scope of the previously mentioned “spyware” legislation were changed to include web analytics, such legislation could apply to the technology we use and potentially restrict our ability to conduct our business. Further, various federal, state and foreign government bodies and agencies are highly focused on consumer protection initiatives, particularly in light of the increase in new technologies and services that incorporate or use bots, artificial intelligence and/or machine learning. For example, in September 2018, the State of California legislature passed the B.O.T. Act, which takes effect on July 1, 2019, and requires that companies using bots on platforms with more than 10 million unique monthly visitors from the U.S. use clear and conspicuous disclosure to inform consumers that they are not speaking to a human. A similar bill entitled the “Bot Disclosure and Accountability Act of 2018” was introduced to the U.S. Senate in June 2018. Regulation in this area could impact how businesses use our products and services to interact with consumers and how we provide our services to our customers. These new AI tools can also present unique technological and legal challenges, such as the possibility of insufficient data sets, or data sets that contain biased information, which can negatively impact the decisions, predictions or analyses that AI applications produce. Deficiencies such as these could cause us reputational harm and subject us to legal liability, including claims of product liability, breach of warranty or negligence. In addition, regulatory authorities and governments around the world are considering a number of legislative and regulatory proposals concerning privacy, collection and use of website visitor data, data storage, data protection, the “right to be forgotten,” content regulation, cybersecurity, government access to personal information, online advertising, email and other categories of electronic spam, and other matters that may be applicable to our business. Compliance with these laws may require substantial investment or may be technologically challenging for us. For example, some jurisdictions, including the United States, are considering whether the collection of anonymous data may invade the privacy of website visitors. If laws or regulations are enacted that limit data collection or use practices related to anonymous data, we and/or our customers may be required to obtain the express consent of web visitors in order for our technology to perform certain basic functions that are based on the collection and use of technical data. Requirements that a website must first obtain consent from its web visitors before using our technology could reduce the amount and value of the services we provide to customers, which might impede sales and/or cause some existing customers to discontinue using our services. It is also likely that, as our business grows and evolves, an increasing portion of our business shifts to mobile, and our solutions are offered and used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. We could need to expend considerable effort and resources to develop new product features and/or procedures to comply with any such legal requirements. It is difficult to predict how existing laws will apply to our business and what new laws and legal obligations we may become subject to. If we are not able to comply with these laws or other legal obligations, or if we become liable under them, we may be forced to implement material changes to our business practices, delay release of new and enhanced services and expend substantial resources, which would negatively affect our business, financial condition and results of operations. In addition, any increased attention focused on liability issues, or as a result of regulatory fines or lawsuits, could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results. 25 3 33 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan The Company monitors pending legislation and regulatory initiatives to ascertain relevance, analyze impact and develop strategic direction surrounding regulatory trends and developments. Due to shifting economic and political conditions, tax policies or rates in various jurisdictions may be subject to significant change. A range of other proposed or existing laws and new interpretations of existing laws could have an impact on our business. For example: Government agencies and regulators have reviewed, are reviewing and will continue to review, the personal data handling practices of companies doing business online, including privacy and security policies and practices. This review may result in new laws or the promulgation of new regulations or guidelines that may apply to our products and services. For example, the State of California and other states have passed laws relating to disclosure of companies’ practices with regard to Do-Not-Track signals from Internet browsers, the ability to delete information of minors, and new data breach notification requirements. California has also recently adopted the California Consumer Privacy Act of 2018. Outside the European Union and the United States, a number of countries have adopted or are considering privacy laws and regulations that may result in significant greater compliance burdens. Existing and proposed laws and regulations regarding cybersecurity and monitoring of online behavioral data, such as the proposed “Do Not Track” regulations, regulations aimed at restricting certain targeted advertising practices and collection and use of data from mobile devices, new and existing tools that allow consumers to block online advertising and other content, and other proposed online privacy legislation could potentially apply to some of our current or planned products and services. Existing and proposed laws and regulations related to email and other categories of electronic spam could impact the delivery of commercial email and other electronic communications by us or on behalf of customers using our services. The FTC in particular has aggressively investigated and brought enforcement actions against companies that fail to comply with their privacy or data security commitments to consumers, or fail to comply with regulations or statutes such as the Children’s Online Privacy Protection Act. Any investigation or review of our practices may require us to make changes to our products and policies, which could harm our business. Currently there are many proposals by lawmakers and industry groups in this area, both in the United States and overseas, which address the collection, maintenance and use of personal information, web browsing and geolocation data, and establish data security and breach notification requirements. Further, regulators and industry groups have also released self-regulatory principles and guidelines for various data privacy and security practices. Given that this is an evolving and unsettled area of regulation, the imposition of any new significant restrictions or technological requirements could have a negative impact on our business. Failures or security breaches in our services or systems, those of our third party providers, or in the websites of our customers, including those resulting from cyber-attacks, security vulnerabilities, defects or errors, could harm our business. Our products and services involve the storage and transmission of proprietary information and personal data related to our customers and their users, as well as experts and consumers, and theft and security breaches expose us to a risk of loss of such information and data, improper use and disclosure thereof, litigation, regulatory investigation, and potential liability. We experience cyber-attacks of varying degrees on a regular basis. Our security measures may also be breached due to employee or other error, intentional malfeasance and other third party acts, and system errors or vulnerabilities, including vulnerabilities of our third party vendors, or customers, or otherwise. Any such breach or unauthorized access, or attempts by outside parties to fraudulently induce employees, users, vendors or customers to disclose sensitive information in order to gain access to our data or data of our customers, users, experts or consumers, including, but not limited to, individual personal information and financial credit or debit card data that is protected by law or contract, could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business. While we continue to expand our focus on this issue and are taking measures to safeguard our products and services from cybersecurity threats and vulnerabilities in desktop computers, mobile phones, smartphones and handheld devices, cyber-attacks and other security incidents continue to evolve in sophistication and frequency. Because the techniques used to obtain unauthorized access, disable or 26 3 33 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT degrade service, or sabotage systems, are constantly evolving in sophisticated ways to avoid detection and often are not recognized until launched against a target, it may be difficult or impossible for us to anticipate or identify these techniques or to implement adequate preventative measures. And while technological advancements enable more data and processes, such as mobile computing and mobile payments, they also increase the risk that cyber-attacks and other security incidents will occur. We engage third parties to review and assist in safeguarding our products and services from such threats. Those parties may identify vulnerabilities, some of which may not be immediately remedied. A significant cyber-attack, or a security incident of any magnitude that is profiled in the media, involving our, our service providers’ or our customers’ systems, could result in material harm to our brand and reputation, our ability to deliver our services or retain customers, and expose us to lawsuits, regulatory investigations, and significant damages, fines or penalties. such transmissions or processing. Because our In addition, our customers may authorize third party access to their customer data located in our cloud environment. Because we do not control the transmissions between customer authorized third parties, or the processing of such data by customer authorized third parties, we cannot ensure the integrity or security of services are responsible for critical communication between our customers and consumers, any security failures, defects or errors in our components, materials or software or those used by our customers could have an adverse impact on us, on our customers and on the end users of their websites. Such adverse impact could include a decrease in demand for our services, damage to our reputation and to our customer relationships, legal exposure, and other financial liability or harm to our business. Our results of operations may be adversely impacted due to our exposure to foreign currency exchange rate fluctuations. We conduct business in currencies other than the U.S. dollar in Europe, Australia, Japan and Israel. As we continue to expand our international operations we become more exposed to the effects of fluctuations in currency exchange rates. As a result of the expanding size and scope of our international operations, our currency rate fluctuation risk associated with the exchange rate movement of the U.S. dollar has increased. Since we conduct business in currencies other than the U.S. dollar but report our financial results in U.S. dollars, fluctuations in currency exchange rates could adversely affect our results of operations. For example, during 2018 we experienced a foreign currency exchange impact of approximately 1% percent, or approximately $3.3 million if held in constant currency, to our revenue. Fluctuations in the value of the U.S. dollar relative to other foreign currencies could materially affect our revenue, cost of revenue and operating expenses, and result in foreign currency transaction gains and losses. In January 2015, we began hedging a portion of our foreign currency exchange rate exposure; however, significant fluctuations in exchange rates between the U.S. dollar and foreign currencies may nonetheless adversely affect our net income (loss). As of December 31, 2018, we are no longer party to any foreign currency hedging transactions. We may seek to enter into additional hedging transactions in the future or to use financial instruments, such as derivative financial instruments, to mitigate risk, but we may be unable to enter into them successfully, on acceptable terms or at all. Additionally, these programs rely on our ability to forecast accurately and could expose us to additional risks that could adversely affect our financial condition and results of operations. We cannot predict whether or not we will incur foreign exchange losses in the future. To the extent the international component of our revenues grows, our results of operations will become more sensitive to foreign exchange rate fluctuations. Economic conditions and regulatory changes caused by the United Kingdom’s likely exit from the European Union could negatively impact our business. 3 In June 2016, voters in the United Kingdom (“U.K.”) approved a referendum to withdraw the U.K.’s membership from the European Union (“E.U.”), which is commonly referred to as “Brexit”. In March 2017, the U.K. government initiated the exit process under Article 50 of the Treaty of the European Union, commencing a period of up to two years for the U.K. and the other E.U. member states to negotiate the terms of the withdrawal. These negotiations will determine the future terms of the U.K.’s relationship with the E.U., including the terms of trade between the U.K. and the E.U. The U.K. and E.U. announced in March 2018 an agreement in principle to transitional provisions under which E.U. law would remain in 27 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan force in the U.K. until the end of December 2020, but this remains subject to the successful conclusion of an agreement between the U.K. and the E.U. In the absence of such an agreement, there would be no transitional provisions and the U.K. would exit the E.U. at the end of the two-year period on March 29, 2019. As of February 2019, the process for the U.K. to exit the E.U., and the longer term economic, legal, political and social framework to be put in place between the U.K. and the E.U., remain unclear and may lead to ongoing political, regulatory and economic uncertainty and periods of exacerbated volatility in both the U.K. and in wider European markets for some time. Such uncertainty may have a material adverse effect on our ability to operate in the U.K. and the E.U. The announcement of Brexit and the continued uncertainty resulting from the ongoing negotiations concerning the U.K’s exit from the E.U. has resulted in significant volatility in global stock market and currency exchange rate fluctuations that resulted in strengthening of the U.S. dollar relative to other foreign currencies in which we conduct business. The announcement of Brexit and likely withdrawal of the U.K. from the E.U. has also created global economic uncertainty. The continuing uncertainty may cause our customers to closely monitor their costs and reduce their spending budgets. This could negatively impact our business, including affecting our relationships with our existing and future customers, suppliers and employees, which could have a negative impact on our business, prospects, results of operations, financial condition and cash flows. Further volatility in exchange rates resulting from Brexit is expected to continue in the short term as the U.K. continues to negotiate its exit from the E.U. We translate sales and other results denominated in foreign currency into U.S. dollars for our financial statements. During periods of a strengthening dollar, our reported international sales and earnings could be reduced because foreign currencies may translate into fewer U.S. dollars. The effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently and may be significant in the event that the U.K exits the E.U. without a comprehensive transitional agreement in place. The measures could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions. They may also impact how we deliver our products and services to customers in the U.K. and in the E.U., which may cause us to lose customers, suppliers and/or employees and could result in increased operating expenses. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate, as well as other adverse effects that we are unable to anticipate. Any of these effects of Brexit, among others, could negatively impact our prospects, business, financial condition and results of operations. Our business depends significantly on our ability to retain our key personnel, attract new personnel, and manage attrition. Our success depends largely on the continued services of our senior management team. The loss of one or more members of senior management could have a material adverse effect on our business, results of operations and financial condition. We are also substantially dependent on the continued service of other key personnel, including key sales executives responsible for revenue generation and key development personnel accountable for product and service innovation and timely development and delivery of upgrades and enhancements to our existing products and services. Changes to senior management and key employees could also lead to additional unplanned losses of key employees. The loss of key employees could seriously harm our ability to release new products and services and upgrade existing products and services on a timely basis, pl us at a competitive disadvantage. In the technology industry, there is substantial competition for key personnel, including skilled engineers, sales executives and operations personnel. We may not be able to successfully recruit, integrate and retain qualified personnel in the future, which could impact our ability to innovate and deliver new or updated products to our customers, which could harm our business. If our retention and recruitment efforts are ineffective, employee turnover could increase and our ability to provide services to our customers would be materially and adversely affected. Furthermore, the requirement to expense stock options may discourage us from granting the size or type of stock option awards that job candidates may require in order to join our company. 28 3 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan In addition, we may not be able to outsource certain functions. We expect to evaluate our needs and the performance of our staff on a periodic basis, and may choose to make adjustments in the future. If the size of our staff is significantly reduced, either by our choice or otherwise, it may become more difficult for us to manage existing, or establish new, relationships with customers and other counter-parties, or to expand and improve our service offerings. It may also become more difficult for us to implement changes to our business plan or to respond promptly to opportunities in the marketplace. Further, it may become more difficult for us to devote personnel resources necessary to maintain or improve existing systems, including our financial and managerial controls, billing systems, reporting systems and procedures. Thus, any significant amount of staff attrition could cause our business and financial results to suffer. Supporting our existing and growing customer base could strain our personnel resources and infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan. We continue to experience significant growth in our customer base and personnel, which has placed a strain on our management, administrative, operational and financial infrastructure. We anticipate that additional investments in our internal infrastructure, data center capacity, research, customer support and development, and real estate spending will be required to scale our operations and increase productivity, to address the needs of our customers, to further develop and enhance our services, to expand into new geographic areas, and to scale with our overall growth. The additional investments we are making will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. We regularly upgrade or replace our various software systems. If the implementations of these new applications are delayed, or if we encounter unforeseen problems with our new systems or in migrating away from our existing applications and systems, our operations and our ability to manage our business could be negatively impacted. Our success will depend in part upon the ability of our senior management to manage our projected growth effectively. To do so, we must continue to increase the productivity of our existing employees and to hire, train and manage new employees as needed. To manage the expected domestic and international growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, our reporting systems and procedures, and our utilization of real estate. If we fail to successfully scale our operations and increase productivity, we may be unable to execute our business plan and the fair value of our common stock could decline. We may be subject to governmental export controls and economic sanctions regulations that could impair our ability to compete in international markets due to licensing requirements and could subject us to liability if we are not in compliance with applicable laws. Certain of our products and services may be subject to export control and economic sanctions regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. Exports of our products and the provision of our services must be made in compliance with these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including: the possible loss of export privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. Obtaining the necessary authorizations, including any required license, for a particular deployment may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. In addition, changes in our products or services, or changes in applicable export or economic sanctions regulations may create delays in the introduction and deployment of our products and services in international markets, or, in some cases, prevent the export of our products or provision of our services to certain countries or end users. Any change in export or economic sanctions regulations, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could also result in decreased use of our products and services, or in our decreased ability to export our products or provide our services to existing or prospective customers with international operations. Any 29 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan decreased use of our products and services or limitation on our ability to export our products and provide our services could adversely affect our business, results of operations and financial condition. Further, we incorporate encryption technology into certain of our products. Various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements, and have enacted laws that could limit our customers’ ability to import our products into those countries. Encryption products and the underlying technology may also be subject to export control restrictions. Governmental regulation of encryption technology and regulation of exports of encryption products, or our failure to obtain required approval for our products, when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our products and provision of our services, including with respect to new releases of our products and services, may create delays in the introduction of our products and services in international markets, prevent our customers with international operations from deploying our products and using our services throughout their globally-distributed systems or, in some cases, prevent the export of our products or provision of our services to some countries altogether. If we are unable to effectively operate on mobile devices, our business could be adversely affected. The number of people who access the Internet and complete transactions over the Internet through devices other than desktop computers, including smartphones, handheld tablets and mobile phones, has increased dramatically in the past few years and is projected to continue to increase. To address these developments, we continue to extend our products and services to support messaging on mobile phone and tablet applications belonging to our company and our customers. If the mobile solutions we have developed do not meet our customers’ needs or the needs of their website visitors, or are not widely adopted by our customers and consumers, we may fail to retain existing customers and we may have difficulty attracting new customers. Such solutions may also create new risks related to privacy and security, which could subject us to investigations, litigation or reputational harm. If we are unable to rapidly innovate and grow mobile revenue, or if we incur excessive expenses in this effort, our financial performance and ability to continue to grow overall revenue may be negatively affected. Additionally, our mobile phone and tablet applications and those of our customers depend on their interoperability with popular mobile operating systems, networks and standards that we and they do not control, such as Android and iOS operating systems, and any changes in such systems and terms of service that degrade the functionality of our solutions or give preferential treatment to competitive products could adversely affect our revenue. We may not be successful in developing products that operate effectively with these technologies, systems, networks or standards. As new devices and platforms are continually being released, it is difficult to predict the challenges we may encounter in developing versions of our solutions for use on these alternative devices. Industry-specific regulation is evolving and unfavorable industry-specific laws, regulations or interpretive positions could harm our business. Our customers and potential customers do business in a variety of industries, including financial services, the public sector, healthcare and telecommunications. Regulators of various industries have adopted and may in the future adopt regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our customers’ use and adoption of our services and reduce overall demand. For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or that require financial services providers to obtain regulatory approval prior to outsourcing certain functions. If we are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our service where required, our business may be harmed and we may be unable to conduct business with customers in such industries. In addition, an inability to satisfy the standards of certain third-party certification bodies that our customers may expect, such as the Payment Card Industry (PCI) Data Security Standards, may have an adverse impact on our business. If we are unable in the future to achieve or maintain these industry-specific certifications or comply with other similar requirements or standards that are relevant to our customers, our business and our revenue may be adversely impacted. 30 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan In some cases, industry-specific laws, regulations or interpretive positions may also apply directly to us as a service provider. Any failure or perceived failure by us to comply with such requirements could have a material adverse impact on our business and results of operations. Downturns in the global economic environment or in particular industries in which our sales are concentrated may adversely affect our business and results of operations. The United States and other global economies have experienced in the past and could in the future experience economic downturn that affects all sectors of the economy, particularly in the financial services and retail industries, resulting in declines in economic growth and consumer confidence, increases in unemployment rates and uncertainty about economic stability. Further, there is increased uncertainty regarding social, political, immigration and trade policies in the United States, which could impact our global operations and our business. Global credit and financial markets have in the past experienced extreme disruptions, including diminished liquidity and credit availability and rapid fluctuations in market valuations. Our business has been affected by these conditions in the past and could be similarly impacted in the future by any downturn in global economic conditions. Our business is, and will continue to be, dependent on sales to customers in the telecommunications, financial services, retail, automotive, real estate and technology industries. A downturn in one or more of these industries could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows. In the event that industry conditions deteriorate in one or more of these industries, we could experience, among other things, cancellation or non-renewal of existing contracts, reduced demand for our products and reduced sales. It could be difficult to predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, either relating to the global economic environment or to the particular industries in which our sales are concentrated, which, in turn, could make it more challenging for us to forecast our operating results, make business decisions and identify risks that may adversely affect our business, sources and uses of cash, financial condition and results of operations. Weak economic conditions may also cause our customers to experience difficulty in supporting their current operations and implementing their business plans. Our customers may reduce their spending on our services, may not be able to discharge their payment and other obligations to us, may experience difficulty raising capital, or may elect to scale back the resources they devote to customer service and/or sales and marketing technology, including services such as ours. Economic conditions may also lead consumers and businesses to postpone spending, which may cause our customers to decrease or delay their purchases of our products and services. If economic conditions deteriorate for us or our customers, we could be required to record charges relating to restructuring costs or the impairment of assets, may not be able to collect receivables on a timely basis, and our business, financial condition and results of operations could be materially adversely affected. If we do not successfully integrate past or potential future acquisitions, we may not realize the expected business or financial benefits and our business could adversely impacted. As part of our business strategy, we have made and will continue to make acquisitions to add complementary businesses, products, technologies, revenue and intellectual property rights. We have made a number of acquisitions in the past, including three in 2018. In October 2018, we acquired AdvantageTec, Inc., a leading provider of texting solutions for service departments of automotive dealerships that helps enable Conversational Commerce across the entire dealership, including variable and fixed operations. In September 2018, we acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform. In January 2018, we acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup which has created a number of bot solutions for major brands in banking, insurance, and travel, running on LivePerson’s conversational platform. Acquisitions and investments involve numerous risks to us, including: • • potential failure to achieve the expected benefits of the combination or acquisition; inability to generate sufficient revenue to offset acquisition or investment cost; 31 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 44 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan • • • • • • • difficulties in integrating operations, technologies, products and personnel; diversion of financial and management resources from efforts related to existing operations; risks of entering new markets in which we have little or no experience or where competitors may have stronger market positions; potential loss of our existing key employees or key employees of the company we acquire; inability to maintain relationships with customers and partners of the acquired business potential unknown liabilities associated with the acquired businesses; and the tax effects of any such acquisitions. These difficulties could disrupt our ongoing business, expose us to unexpected costs, distract our increase our expenses and adversely affect our results of operations. management and employees, Furthermore, we may incur debt or issue equity securities to pay for any future acquisitions. The issuance of equity securities could be dilutive to our existing stockholders. We may be unsuccessful in expanding our operations internationally and/or into direct-to-consumer services due to additional regulatory requirements, tax liabilities, currency exchange rate fluctuations and other risks, which could adversely affect our results of operations. In addition to our operations in the United States, we have operations in Australia, Canada, France, Germany, Israel, Italy, Japan, Netherlands, Singapore and the United Kingdom. We have also continued to invest in global messaging initiatives and in acquisitions. Our ability to continue to expand into international markets and in the online consumer market involves various risks, including the possibility that returns on such investments will not be achieved in the near future, or ever, and the difficulty of competing in markets with which we are unfamiliar. Our international operations and direct-to-consumer services may also fail due to other risks inherent in foreign and/or online consumer operations, including: • • • • • • • • • varied, unfamiliar, unclear and changing legal and regulatory restrictions, including different legal and regulatory standards applicable to Internet or mobile services, communications, privacy, and data protection; difficulties in staffing and managing foreign operations; differing intellectual property laws that may not provide sufficient protection for our intellectual property; adverse tax consequences or additional tax liabilities; difficulty in addressing country-specific business requirements and regulations, for instance, data privacy laws; fluctuations in currency exchange rates; strains on financial and other systems to properly administer VAT and other taxes; different consumer preferences and requirements in specific international markets; and international legal, compliance, political, regulatory or systemic restrictions, or other international governmental scrutiny, applicable to United States companies with sales and operations in foreign countries, including, but not limited to, possible compliance issues involving the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws in other jurisdictions. Our current and any future international expansion plans will require management attention and resources and may be unsuccessful. We may find it impossible or prohibitively expensive to continue expand internationally or we may be unsuccessful in our attempt to do so, and our results of operations could be adversely impacted. In addition, violations of any foreign laws or regulations could result in fines, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business and damage to our reputation. 32 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 44 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan We may be liable if third parties access or misappropriate confidential or personal data from our systems or services. The dialogue transcripts of the text-based chats, email interactions and other interactions between our customers and their users may include information, such as personal contact and demographic information. Although we employ and continually test and update our security measures to protect this information from unauthorized access, it is still possible that our security measures could be breached and such a breach could result in unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information. Because the techniques employed by hackers to obtain unauthorized access or to sabotage systems change frequently and are becoming more sophisticated in circumventing security measures and avoiding detection, we may be unable to anticipate all techniques or to implement adequate preventative measures. Any security breach could result in disclosure of our trade secrets or disclosure of confidential customer, supplier or employee data. If third parties were able to penetrate our network security or otherwise misappropriate personal data relating to our customers’ users or the text of customer service inquiries, our competitive position may be harmed and we could be subject to liability. In the event of a security incident, we could be liable for compliance with a myriad of breach notification laws at the state, federal and international level, which may cause business disruption and extensive notification costs, and could lead to penalties, government investigations and lawsuits for compliance failures. We may as a result of a security incident be deemed out of compliance with United States federal and state laws, international laws, or contractual commitments, and we may be subject to government investigations, lawsuits, fines, criminal penalties, statutory damages, and other costs to respond to breach or security incidents, which could have a material adverse effect on our business, results of operations and financial condition. We may incur significant costs to protect against the threat of security breaches or to mitigate the harm and alleviate problems caused by such breaches. While we currently maintain insurance coverage that may, cover certain cyber security risks, such insurance coverage is subject to certain exclusions and exceptions and may be insufficient to cover all losses. Furthermore, certain software and services that we use to operate our business are hosted and/or operated by third parties or integrated with our systems. If these services were to be interrupted or their security breached, our business operations could be similarly disrupted and we could be exposed to liability and costly investigations or litigation. The need to properly secure, and securely transmit and store, information online has historically been a significant barrier to e-commerce and online confidential communications, and will become increasingly highlighted as a consumer and regulatory focus and concern. Any publicized compromise of security could deter people from using online services such as the ones we offer or from using them to conduct transactions, which involve transmitting confidential information. Because our success depends on the general acceptance and reputation of our services and electronic commerce, we may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by these breaches. We provide service level commitments to certain customers. If we do not meet these contractual commitments, we could be obligated to provide credits or refunds or face contract terminations, which could adversely affect our revenue and harm our reputation. As is common for many cloud service providers, we offer service level commitments in certain of our customer contracts, primarily related to uptime of our service. If we are unable to meet the stated service level commitments or suffer periods of downtime that exceed the periods allowed under our customer contracts, whether due to downtime caused by us or our third-party service providers, we may be contractually obligated to provide these customers with service credits and/or pay financial penalties, which could significantly impact our revenue. In addition, even if our contracts provide otherwise, these customers may attempt to terminate their contracts and/or pursue other legal remedies. Recurring or extended service outages could also cause damage to our reputation and result in substantial customer dissatisfaction or loss, which could adversely affect our current and future revenue and operating results. We are dependent on technology systems and third-party content that are beyond our control. The success of our services depends in part on our customers’ online services as well as the Internet and mobile connectivity of consumers, both of which are outside of our control. As a result, it may be difficult to identify the source of problems if they occur. In the past, we have experienced problems related 33 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 44 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan to connectivity which has resulted in slower than normal response times to user messaging requests and interruptions in service. Our services rely both on the Internet and on our connectivity vendors for data transmission. Therefore, even when connectivity problems are not caused by our services, our customers or their consumers may attribute the problem to us. This could diminish our brand and harm our business, divert the attention of our technical personnel from our product development efforts or cause significant customer relations problems. limited, In addition, we rely in part on third-party service providers and other third parties for various services, including, but not to Internet connectivity, network infrastructure hosting, security and maintenance, and software and hardware from a variety of vendors. These providers may experience problems that result in slower than normal response times and/or interruptions in service. If we are unable to continue utilizing the third-party services that support our web hosting and infrastructure or if our services experience interruptions or delays due to third party providers, our reputation and business could be harmed, and we may be exposed to legal and reputational risk, and significant remediation costs. We also rely on the security of our third party providers to protect our proprietary information and information of our customers. Information technology system failures, including a breach of our or our third party providers’ data security, could disrupt our ability to function in the normal course of business by potentially causing, among other things, an unintentional disclosure of customer information or loss of information. Additionally, despite our security procedures or those of our third party providers, information systems may be vulnerable to threats such as computer hacking, cyber-terrorism or other unauthorized attempts by third parties to access, obtain, modify or delete our or our customers’ data. Any such breach could have a material adverse effect on our operating results and our reputation as a provider of business collaboration and communications solutions and could subject us to significant penalties and negative publicity, as well as government investigations and claims for damages or injunctive relief under state, federal and foreign laws or contractual agreements. We also depend on third parties for hardware and software, and our consumer services depend on third parties for content. Such products and content could contain defects or inaccurate information. Problems arising from our use of such hardware or software or third party content could require us to incur significant costs or divert the attention of our technical or other personnel from our product development efforts or to manage issues related to content. To the extent any such problems require us to replace such hardware or software we may not be able to do so on acceptable terms, if at all. Our products and services may infringe upon intellectual property rights of third parties and any infringement could require us to incur substantial costs and may distract our management. We have had patent and other infringement lawsuits filed against us claiming that certain of our products and services infringe third party intellectual property rights, and we are subject to the future risk of additional third party claims alleging infringement against us or against our customers for use of our products and services. Many of our customer and partner contracts, including certain suppliers, contain indemnification obligations requiring us to indemnify our customers from certain claims against them or arising from the use of our services. Substantial litigation regarding intellectual property rights exists in the software industry. In the ordinary course of our business, our services and/or our customers’ use of our services may be increasingly subject to third-party infringement claims as claims by non-practicing entities become more prevalent and the number of competitors in our industry segment grows and the functionality of services in different industry segments overlaps. Some of our competitors in the market for digital engagement technology, and/or web and mobile based consumer-facing services or other third parties may have filed or may intend to file patent applications covering aspects of their technology and have asserted and may in the future assert claims against us. Any claims alleging infringement of third-party intellectual property rights could require us to spend significant amounts in litigation (even if the claim is invalid), distract management from other tasks of operating our business, pay substantial damage awards, prevent us from selling our products, delay delivery of our services, require the development of non-infringing software, technology, business processes, systems or other intellectual property (none of which might be successful), or limit our ability to use the intellectual property that is the subject of any of these claims, unless we enter into license agreements with the third parties (which may be costly, unavailable on commercially reasonable terms, or not available at all). Therefore, any such claims could have a material adverse effect on our business, results of operations, cash flows and financial condition. 34 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 44 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights. Our success and ability to compete depend, in part, upon the protection of our intellectual property rights relating to the technology underlying our services. We rely on a combination of patent, copyright, trade secret, trademark and other common law protections in the United States and other jurisdictions, as well as confidentiality requirements and contractual provisions, to protect our proprietary technology, processes and other intellectual property. We own a portfolio of patents and patent applications in the United States and internationally and regularly file patent applications to protect intellectual property that we believe is important to our business, including intellectual property related to digital engagement technology, and/or web and mobile based consumer-facing services. We believe the duration of our patents is adequate relative to the expected lives of our products and services. We pursue the registration of our domain names, trademarks and trade names in the United States and in certain locations outside the United States. We also own copyrights, including in our software, publications and other documents authored by us. These intellectual property rights are important to our business and marketing efforts. We seek to protect our intellectual property rights by relying on federal, state, and common law rights, including registration, or otherwise in the United States and certain foreign jurisdictions, as well as contractual restrictions. However, we believe that factors such as the technological and creative skills of our personnel, new service developments, to establishing and maintaining a competitive advantage. Others may develop technologies that are similar or superior to our technology. We enter into confidentiality and other written agreements (including invention assignment agreements) with our employees, consultants, customers, potential customers, strategic partners, and other third parties, and through these and other written agreements, we attempt to control access to and distribution of our software, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a service with the same functionality as our services. Policing unauthorized use of our services and intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology or intellectual property rights, particularly in foreign countries where we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective. frequent enhancements and reliable maintenance are more essential The duration of the protection afforded to our intellectual property depends on the type of property in question, the laws and regulations of the relevant jurisdiction and the terms of its license agreements with others. With respect to our trademarks and trade names, trademark laws and rights are generally territorial in scope and limited to those countries where a mark has been registered or protected. While trademark registrations may generally be maintained in effect for as long as the mark is in use in the respective jurisdictions, there may be occasions where a mark or title is not registrable or protectable or cannot be used in a particular country. In addition, a trademark registration may be cancelled or invalidated if challenged by others based on certain use requirements or other limited grounds. The duration of property rights in trademarks, service marks and tradenames in the United States, whether registered or not, is predicated on our continued use. It is possible that: • • • • any issued patent or patents issued in the future may not be broad enough to protect our intellectual property rights; any issued patent or any patents issued in the future could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from exploiting the inventions claimed in the patents; current and future competitors may independently develop similar technologies, duplicate our services or design around any patents we may have; and effective intellectual property protection may not be available in every country in which we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective. 35 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan Further, to the extent that the invention described in any United States patent was made public prior to the filing of the patent application, we may not be able to obtain patent protection in certain foreign countries. We also rely upon copyright, trade secret, trademark and other common law in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology, processes and other intellectual property. Any steps we might take may not be adequate to protect against infringement and misappropriation of our intellectual property by third parties. Similarly, third parties may be able to independently develop similar or superior technology, processes or other intellectual property. Third parties may register marks that are confusingly similar to the trademarks or services marks that we have used in the United States and our failure to monitor foreign registrations or mark usage may impact out rights in certain trademarks or services marks. Policing unauthorized use of our services and intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology or intellectual property rights, particularly in foreign countries where we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective. The unauthorized reproduction or other misappropriation of our intellectual property rights could enable third parties to benefit from our technology without paying us for it. If this occurs, our business, results of operations and financial condition could be materially and adversely affected. In addition, disputes concerning the ownership or rights to use intellectual property could be costly and time-consuming to litigate, may distract management from operating our business and may result in our loss of significant rights. We may be subject to legal liability and/or negative publicity for the services provided to consumers via our technology platforms. Our technology platforms enable representatives of our customers as well as individual service providers to communicate with consumers and other persons seeking information or advice on the web or via mobile devices. The law relating to the liability of online platform providers such as us for the activities of users of their online platforms is often challenged in the United States and internationally. We may be unable to prevent users of our technology platforms from providing negligent, unlawful or inappropriate advice, information or content via our technology platforms, or from behaving in an unlawful manner, and liability for negligent, fraudulent, unlawful or we may be subject to allegations of civil or criminal inappropriate activities carried out by users of our technology platforms. Claims could be made against online services companies under both United States and foreign law, such as fraud, defamation, libel, invasion of privacy, negligence, data breach, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated by users of our technology platforms. In addition, domestic and foreign legislation has been proposed that could prohibit or impose liability for the transmission over the Internet of certain types of information. Our these actions could be costly and involve significant time and attention of our defense of any of management and other resources. The Digital Millennium Copyright Act, or DMCA, is intended, among other things, to reduce the liability of online service providers for listing or linking to third party web properties that include materials that infringe copyrights or rights of others. Additionally, portions of The Communications Decency Act, or CDA, are intended to provide statutory protections to online service providers who distribute third party content. A safe harbor for copyright infringement is also available under the DMCA to certain online service providers that provide specific services, if the providers take certain affirmative steps as set forth in the DMCA. Important questions regarding the safe harbor under the DMCA and the CDA have yet to be litigated, and we cannot guarantee that we will meet the safe harbor requirements of the DMCA or of the CDA. If we are not covered by a safe harbor, for any reason, we could be exposed to claims, which could be costly and time-consuming to defend. Our consumer service allows consumers to provide feedback regarding service providers. Although all such feedback is generated by users and not by us, claims of defamation or other injury could be made against us for content posted on our websites. Our liability for such claims may be higher in jurisdictions outside the United States where laws governing Internet or mobile transactions are unsettled. 36 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 4 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 If we become liable for information provided by our users and carried via our service in any jurisdiction in which we operate, we could be directly harmed and we may be forced to implement new measures to reduce our exposure to this liability. In addition, the increased attention focused upon liability issues as a result of these lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business. In addition, negative publicity and user sentiment generated as a result of fraudulent or deceptive conduct by users of our technology platforms could damage our reputation, reduce our ability to attract new users or retain our current users, and diminish the value of our brand. In the future, we may be required to spend substantial resources to take additional protective measures or discontinue certain service offerings, either of which could harm our business. Any costs incurred as a result of potential liability relating to the sale of unlawful services or the unlawful sale of services could harm our business. In addition to legislation and regulations relating to privacy and data security and collection, we may be subject to consumer protection laws that are enforced by regulators such as the FTC and private parties, and include statutes that regulate the collection and use of information for marketing purposes. Any new legislation or regulations regarding the Internet, mobile devices, software sales or export and/or the cloud or Software-as-a-Service industry, and/or the application of existing laws and regulations to the Internet, mobile devices, software sales or export and/or the cloud or Software-as-a-Service industry, could create new legal or regulatory burdens on our business that could have a material adverse effect on our business, results of operations and financial condition. Additionally, as we operate outside the United States, the international regulatory environment relating to the Internet, mobile devices, software sales or export, and/ or the Software-as-a-Service industry could have a material adverse effect on our business, results of operations and financial condition. Technological or other defects could disrupt or negatively impact our services, which could harm our business and reputation. We face risks related to the technological capabilities of our services. We expect the number of interactions between our customers’ operators and consumers over our system to increase significantly as we expand our customer base. Our network hardware and software may not be able to accommodate this additional volume. Additionally, we must continually upgrade our software to improve the features and functionality of our services in order to be competitive in our markets. If future versions of our software contain undetected errors, our business could be harmed. If third-party content is flawed, our business could be harmed. As a result of software upgrades at LivePerson, our customer sites have, from time to time, experienced slower than normal response times and interruptions in service. If we experience system failures or degraded response times, our reputation and brand could be harmed. We may also experience technical problems in the process of installing and initiating the LivePerson services on new web hosting services. These problems, if not remedied, could harm our business. Our services also depend on complex software which may contain defects, particularly when we introduce new versions onto our servers. We may not discover software defects that affect our new or current services or enhancements until after they are deployed. It is possible that, despite testing by us, defects may occur in the software. These defects could result in: • • • • • • damage to our reputation; lost sales; contract terminations; loss of market share; delays in or loss of market acceptance of our products; and unexpected expenses and diversion of resources to remedy errors. 37 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Our products are complex, and errors, failures or “bugs” may be difficult to correct. Our products are complex, integrating hardware, software and elements of a customers’ existing infrastructure. Despite quality assurance testing conducted prior to the release of our products our software may contain “bugs” that are difficult to detect and fix. Any such issues could interfere with the expected operation of a solution, which might negatively impact customer satisfaction, reduce sales opportunities or affect gross margins. Depending upon the size and scope of any such issue, remediation may have a negative impact on our business. Our inability to cure an application or product defect, should one occur, could result in the failure of an application or product line, damage to our reputation, litigation and/or product reengineering expenses. Our insurance may not cover or may be insufficient to cover expenses associated with such events. The non-payment or late payment of amounts due to us from a significant number of customers may negatively impact our financial condition or make it difficult to forecast our revenues accurately. During 2018, we increased our allowance for doubtful accounts from $1.3 million to approximately $2.3 million. During 2017, we increased our allowance for doubtful accounts by $0.4 million to approximately $1.3 million. We base our allowance for doubtful accounts on specifically identified credit risks of customers, historical trends and other information that we believe to be reasonable. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles. We adjust our allowance for doubtful accounts when accounts previously reserved have been collected. As a result of increasingly long payment cycles, we have faced increased difficulty in predicting our operating results for any given period, and have experienced significant unanticipated fluctuations in our revenues from period to period. Any failure to achieve anticipated revenues in a period could cause our stock price to decline. Our services are subject to payment-related risks. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted in such a way as to make compliance infeasible. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers or facilitate other types of online payments, and our business and operating results could be adversely affected. Through our consumer-facing platform, we facilitate online transactions between individual service providers who provide online advice and information to consumers. In connection with these services, we accept payments using a variety of methods, such as credit card, debit card and PayPal. These payments are subject to “chargebacks” when consumers dispute payments they have made to us. Chargebacks can occur whether or not services were properly provided. Susceptibility to chargebacks puts a portion of our revenue at risk. We take measures to manage our risk relative to chargebacks and to recoup properly charged fees, however, if we are unable to successfully manage this risk our business and operating results could be adversely affected. As we offer new payment options to our users, we may be subject to additional regulations, compliance requirements, and fraud. We are also subject to a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business. Delays in our implementation cycles could have an adverse effect on our results of operations. Certain of our products require some implementation services, including but not limited to, training our customers. As an open platform, we also work with other third parties on implementing a variety of integrations into our platform. We have historically experienced a lag between signing a customer contract 38 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan 4 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 44 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 and recognizing revenue from that customer. Although this lag has typically ranged from 30 to 90 days, it may take more time between contract signing and recognizing revenue in certain situations. If we experience delays in implementation or do not meet project milestones in a timely manner, we could be obligated to devote more customer support, engineering and other resources to a particular project. If new or existing customers cancel or have difficulty deploying our products or require significant amounts of our professional services, support, or customized features, revenue recognition could be canceled or delayed and our costs could increase, which could negatively impact our operating results. If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings. Under accounting principles generally accepted in the United States, we review our amortizable intangible assets for impairment when events or changes in circumstances indicated that the carrying value may not be recoverable. We review our goodwill for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our industry. Based on our annual review for 2018, we determined that it is not more-likely than not that the fair value of the reporting units is less than their carrying amount. However, future assessments may yield a different result, and from time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined, resulting in a negative impact on our results of operations. There are inherent limitations on the effectiveness of our controls. We do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all 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 resource constraints exist, and the benefits of controls must be considered relative to their costs. Further, because of 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 instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with policies or procedures. If our controls become inadequate, we could fail to meet our financial reporting obligations, our reputation may be adversely affected, our business and operating results could be harmed, and the market price of our stock could decline. In the past, we have experienced losses, we had an accumulated deficit of $187.5 million as of December 31, 2018 and we may incur losses in the future. We have in the past incurred, and we may in the future, incur losses and experience negative cash flow, either or both of which may be significant. We recorded net losses from inception through the year ended December 31, 2003. We recorded net income for the years ended December 31, 2004 through 2007 and 2009 through 2012, while we recorded net losses for the years ended December 31, 2008, and 2013 through 2018. We recorded a net loss of $25.0 million for the year ended December 31, 2018. As of December 31, 2018, our accumulated deficit was approximately $187.5 million. We cannot assure you that we can sustain or increase profitability on a quarterly or annual basis in the future. Failure to maintain profitability may materially and adversely affect the market price of our common stock. With the recent volatility in the capital markets, there is a risk that we could suffer a loss of principal in our cash and cash equivalents and short term investments and suffer a reduction in our interest income or in our return on investments. As of December 31, 2018, we had $66.4 million in cash and cash equivalents. We regularly invest excess funds from our cash and cash equivalents in short-term money market funds. We currently hold no 39 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT mortgaged-backed or auction rate securities. However, some of our investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by any ongoing uncertainty in the United States and global credit markets. In the future, these market risks associated with our investment portfolio may harm the results of our operations, liquidity and financial condition. Although we believe we have chosen a more cautious portfolio designed to preserve our existing cash position, it may not adequately protect the value of our investments. Furthermore, this more cautious portfolio is unlikely to provide us with any significant interest income in the near term. Capital needs necessary to execute our business strategy could increase substantially and we may not be able to secure additional financing to execute this strategy. To the extent that we require additional funds to support our operations or the expansion of our business, or to pay for acquisitions, we may need to sell additional equity, issue debt or convertible securities or obtain credit facilities through financial institutions. In the past, we have obtained financing principally through the sale of preferred stock, common stock and warrants. If additional funds are raised through the issuance of debt or preferred equity securities, these securities could have rights, preferences and privileges senior to holders of common stock, and could have terms that impose restrictions on our operations. If additional funds are raised through the issuance of additional equity or convertible securities, our stockholders could suffer dilution. We cannot assure you that additional funding, if required, will be available to us in amounts or on terms acceptable to us. If sufficient funds are not available or are not available on acceptable terms, our ability to fund any potential expansion, take advantage of acquisition opportunities, develop or enhance our services or products, or otherwise respond to competitive pressures would be significantly limited. Those limitations would materially and adversely affect our business, results of operations, cash flows and financial condition. Failure to license necessary third party software for use in our products and services, or failure to successfully integrate third party software, could cause delays or reductions in our sales, or errors or failures of our service. We license third party software that we plan to incorporate into our products and services. In the future, we might need to license other software to enhance our products and meet evolving customer requirements. These licenses may not continue to be available on commercially reasonable terms or at all. Some of this technology could be difficult to replace once integrated. The loss of, or inability to obtain, these licenses could result in delays or reductions of our products and services until we identify, license and integrate or develop equivalent software, and new licenses could require us to pay higher royalties. If we are unable to successfully license and integrate third party technology, we could experience a reduction in functionality and/or errors or failures of our products, which may reduce demand for our products and services. Third-party licenses may expose us to increased risks, including risks associated with the integration of new technology, the impact of new technology integration on our existing technology, open source software disclosure requirements, the diversion of resources from the development of our own proprietary technology, and our inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs. Our reputation depends, in part, on factors which are partially or entirely outside of our control. Our services typically appear under the LivePerson brand or as a LivePerson-branded icon on our customers’ websites. The customer service operators and Experts who respond to the inquiries of our customers’ users are employees or agents of our customers or independent consultants rather than employees of the Company. As a result, we are not able to control the actions of these operators or Experts and the impression that such operator or Expert leaves the user with whom they interact. A user may not know that the operator or Expert is not a LivePerson employee. If a user were to have a negative experience in a LivePerson-powered real-time dialogue, it is possible that this experience could be attributed to us, which could diminish our brand and harm our business. Additionally, we believe the success of our business services is aided by the prominent placement of the chat icon on a customer’s website, over which we also have no control. 40 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan 4 44 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] Because we recognize revenue from subscriptions for our service over the term of the subscription, declines in business may not be immediately reflected in our operating results. We generally recognize revenue from customers ratably over the terms of their subscription agreements, which are typically 12 or more months. As a result, much of the revenue we report in each quarter is the result of subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions or cancellations of existing subscriptions in any one quarter may not be reflected in our revenue results for that quarter. Any such decline, however, could negatively affect our revenue in future quarters. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, because revenue from new customers and additional revenue from existing customers is generally recognized over the applicable subscription term, rather than immediately. Our sales cycles can be lengthy, and the timing of sales can be difficult to predict, which may cause our operating results to vary significantly. The sales cycle for our products can be several months or more and varies substantially from customer to customer, particularly for sales to enterprise customers. Because we sell complex, integrated solutions, it can take many months to close sales as customers evaluate our product offering against available alternatives and define their requirements. We are often required to expend substantial time, effort, and money educating potential customers them about the value of our offerings. The increasingly complex needs of our customers can contribute to a longer sales cycle. Additionally, our quarterly sales have historically reflected an uneven pattern in which a disproportionate percentage of a quarter’s total sales occur in the last month, weeks and days of each quarter. These patterns make prediction of revenue especially difficult and uncertain and increase the risk of unanticipated variations in our results of operations. As a result, we are not always able to precisely predict the quarter in which expected sales will occur. In addition, historically a large portion of our revenue has derived from large orders from large clients. Consequently, delays in the closing of sales, especially from large clients, could have a material impact on the timing of revenue and results of operations. Political, economic and military conditions in Israel could negatively impact our Israeli operations A substantial portion of our product development staff, help desk and online sales support operations are located in Israel. As of December 31, 2018, we had 365 full-time employees in Israel. Although substantially all of our sales to date have been made to customers outside Israel, we are directly influenced by the political, economic and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, Hamas (an Islamist militia and political group that controls the Gaza Strip) and Hezbollah (an Islamist militia and political group based in Lebanon). In addition, several countries, principally in the Middle East, restrict doing business with Israel, and additional countries may impose restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements. Further, shifting economic and political conditions in the United States and in other countries may result in changes in how the United States and other countries conduct business and other relations with Israel, which may have an adverse impact on our Israeli operations and a material adverse impact on our business. Our commercial insurance may not cover losses that could occur as a result of events associated with the security situation in the Middle East. Any losses or damages incurred by us could have a material adverse effect on our business. Armed conflicts or political instability in the region could negatively affect our business and could harm our results of operations. 41 4 44 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan Continued hostilities between Israel and its neighbors and any future armed conflict, terrorist activity or political instability in the region could adversely affect our operations in Israel and adversely affect the market price of our common stock. In addition, escalation of tensions or violence might require more widespread military reserve service by some of our Israeli employees and might result in a significant downturn in the economic or financial condition of Israel, either of which could have a material adverse effect on our operations in Israel and our business. Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States. Accounting principles generally accepted in the United States are subject to interpretation by the FASB, the American Institute of Certified Public Accountants, 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 could affect the reporting of transactions completed before the announcement of a change. We cannot assure our stockholders that any stock repurchase programs will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the price of our common stock and will diminish our cash reserves. From 2012 through 2018, the Company had a stock repurchase program in place, pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, and other market conditions. The program was discontinued at the end of 2018. We may or may not enter into a new stock repurchase program in the future. Repurchases pursuant to our stock repurchase program could affect our stock price and increase its volatility. The existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, repurchases under a stock repurchase program would diminish our cash reserves, which could impact our ability to pursue possible future strategic opportunities and acquisitions and could result in lower overall returns on our cash balances. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as terrorism or computer viruses. Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, hurricanes, other acts of nature, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, cyber-attacks or failures, pandemics or other public health crises, or similar events. For example, a significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, operating results and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. In addition, acts of terrorism could cause disruptions in our business or the economy as a whole. Our principal executive offices are located in New York City and our largest office is located in Israel, each of which regions has experienced acts of terrorism in the past. Our servers may also be vulnerable to computer viruses, break-ins, cyber-attacks, such as coordinated denial-of-service attacks or ransomware, or other failures, and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential customer data. Although we have implemented security measures and disaster recovery capabilities, there can be no assurance that we will not suffer from business interruption, or unavailability or loss of data, as a result of any such events. As we rely heavily on our servers, computer and communications systems and the internet to conduct our business and provide high quality service to our customers, such disruptions could negatively impact our ability to run our business, result in loss of existing or potential customers and increased expenses, and/or have an adverse effect on our reputation and the reputation of our products and services, any of which would adversely affect our operating results and financial condition. 42 4 44 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations. As of December 31, 2018, we had federal net operating loss carryforwards (“NOLs”) of approximately $73.0 million which are available to offset future federal taxable income. In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change (by value) in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs to offset post-change taxable income. Under Section 382 of the Code, our existing NOLs may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code, or as a result of a corresponding provision of state law. Future changes in our stock ownership, some of which may be outside of our control, could result in an ownership change under Section 382 of the Code. Federal NOLs generated in taxable years ending on or before December 31, 2017, are eligible to be carried forward for up to 20 tax years (and carried back up to two tax years) following their incurrence. Under the Tax Cuts and Jobs Act (discussed below), federal NOLs generated in taxable years ending after December 31, 2017, are eligible to be carried forward indefinitely, but generally may only offset up to 80% of federal taxable income earned in a taxable year. As of December 31, 2018, approximately $32.8 million of our approximately $73.0 million of federal NOLs were generated in taxable years ending on or before December 31, 2017. If our ability to utilize federal NOLs were limited by Section 382 of the Code, it could result in NOLs generated on or before December 31, 2017, expiring unused. Our ability to utilize our NOLs is conditioned upon our maintaining profitability in the future and generating U.S. federal taxable income. Since we do not know whether or when we will generate the U.S. federal taxable income necessary to utilize our remaining NOLs, our NOLs generated on or prior to December 31, 2017 could expire unused. Recently enacted changes to the U.S. tax laws may have a material impact on us. international tax system, including the taxation of On December 22, 2017, H.R.1 (commonly referred to as the “Tax Cuts and Jobs Act”) was signed into law. The Tax Cuts and Jobs Act makes extensive changes to the federal tax laws and includes provisions that, among other things, reduce the U.S. corporate tax rate, introduce a capital investment deduction, limit the interest deduction, limit the use of NOLs to offset future taxable income, and make extensive changes to foreign earnings of U.S. multinational the U.S. corporations. Certain provisions of the Tax Cuts and Jobs Act are likely to undergo revisions or are set to expire on certain specified future dates, unless such provisions are further modified in subsequent legislation. Changes in interpretations of the Tax Cuts and Jobs Act, any legislative action to address questions that arise because of the Tax Cuts and Jobs Act and any changes in accounting standards for income taxes or related interpretations in response to the Tax Cuts and Jobs Act may cause uncertainty with respect to the ultimate impact of the Tax Cuts and Jobs Act on our tax provisions. In addition, it is possible that reactionary legislation or regulation may be instituted by one or more foreign authorities that could ultimately adversely affect us and/or negate or minimize some or all of the favorable impacts that we have or may derive from the Tax Cuts and Jobs Act. Risks Related to Our Industry 4 Future regulation of the Internet or mobile devices may slow our growth, resulting in decreased demand for our services and increased costs of doing business. State, federal and foreign regulators could adopt laws and regulations that impose additional burdens on companies that conduct business online or that adversely affect the growth or use of the Internet or mobile commerce. For example, these laws and regulations could discourage communication by e-mail or other web-based communications, particularly targeted e-mail of the type facilitated by our services, which could reduce demand for our services. Laws or regulations that affect the use of the Internet or mobile devices, including but not limited to laws affecting net neutrality could also decrease demand for our services and increase our costs. Some jurisdictions have adopted regulations prohibiting certain forms of discrimination by Internet access providers; however, substantial uncertainty exists in the United States and elsewhere. For example, in the United States, the Federal Communications Commission repealed net neutrality rules effective June 11, 2018, which could lead internet access providers to restrict, block, degrade 43 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan or charge for access to our products and services. Further, regulatory focus on data privacy, data security and consumer protection continues to expand on a worldwide basis and is becoming more complex, which will increase the risks to our business on reputational, operational, and compliance bases. The continued growth and development of the market for online services may prompt calls for more stringent consumer protection laws or laws that will inhibit the use of Internet-based or mobile-based communications or the information contained in these communications or the ways in which information may be collected, stored, used and transferred in the course of providing services. For example, in the United States, the CAN-SPAM Act regulates the transmission and content of commercial emails, and, among other things, obligates the sending of such emails to provide recipients with the ability to opt-out or unsubscribe and other requirements; and the Children’s Online Privacy Protection Act regulates the ability of certain online services to collect or use certain categories of information from children under age 13 absent parental consent. The adoption of any additional laws or regulations, or changes to existing laws or regulations, may decrease the expansion of the Internet or smartphone usage. A decline in the growth of the Internet or smartphone usage, particularly as it relates to online communication, could decrease demand for our services and increase our costs of doing business, or otherwise harm our business. Any new legislation or regulations, application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or application of existing laws and regulations to the Internet, mobile and other online services could increase our costs and harm our growth. If we are unable to develop and maintain successful relationships with social media and other third-party consumer messaging platforms and endpoints, our business, results of operations and financial condition could be adversely affected. We believe that continued growth for companies in our industry depends, in part, on enabling brands to connect with consumers across consumers’ preferred conversational interfaces and messaging endpoints, such as SMS, Facebook Messenger, WhatsApp, Apple Business Chat, Google Rich Business Messenger, Line and Alexa. In order to grow our business, we have identified and developed, and maintain, strategic relationships with many key technology partners. As part of our growth strategy, we plan to further develop partnerships and specific solution areas with additional technology partners. If we fail to establish these relationships in a timely and cost-effective manner, or at all, or if we lose any or all of our current relationships, then our business, results of operations and financial condition could be adversely affected. Additionally, even if we are successful at developing these relationships, but there are problems or issues with the integrations, or our ability to scale and onboard our customers onto new endpoints, our reputation and ability to grow our business may be adversely affected. We may be unable to respond to the rapid technological change and changing customer preferences in the online sales, marketing, customer service, and/or online consumer services industries and this may harm our business. If we are unable, for technological, legal, financial or other reasons, to adapt in a timely manner to changing market conditions in the online sales, marketing, customer service and/or e-commerce industry or our customers’ or consumers’ requirements or preferences, our business, results of operations and financial condition would be materially and adversely affected. Online business is characterized by rapid technological change. In addition, the market for online sales, marketing, customer service and expert advice solutions is relatively new. Sudden changes in customer and consumer requirements and preferences, frequent new product and service introductions embodying new technologies, and the emergence of new industry and regulatory standards and practices such as but not limited to data privacy and security standards, could render the LivePerson services and our proprietary technology and systems obsolete. The rapid evolution of these products and services will require that we continually improve the performance, features and reliability of our services. Our success will depend, in part, on our ability to: • • • enhance the features and performance of our services; develop and offer new services that are valuable to companies doing business online as well as consumers; and respond to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner. 44 4 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan If any of our new services, including upgrades to our current services, do not meet our customers’ or consumers’ expectations, we could lose customers and our business may be harmed. Updating our technology may require significant additional capital expenditures and could materially and adversely affect our business, results of operations and financial condition. If new services require us to grow rapidly, this could place a significant strain on our managerial, operational, technical and financial resources. In order to manage our growth, we could be required to implement new or upgraded operating and financial systems, procedures and controls. Our failure to expand our operations in an efficient manner could cause our expenses to grow, our revenue to decline or grow more slowly than expected and could otherwise have a material adverse effect on our business, results of operations and financial condition. We depend on the continued viability of the infrastructure of the Internet. To the extent that the Internet continues to experience growth in the number of users and frequency of use by consumers resulting in increased bandwidth demands, we cannot assure you that the infrastructure for the Internet will be able to support the demands placed upon it. The Internet has experienced outages and delays as a result of damage to portions of its infrastructure. Outages or delays could adversely affect online sites, email and the level of traffic on the Internet. The Internet is also subject to continued and ongoing cyber-attacks and related conduct, which affect all online businesses. We also depend on Internet service providers that provide our customers and Internet users with access to the LivePerson services. In the past, users have experienced difficulties due to system failures unrelated to our service. In addition, the Internet could lose its viability due to delays in the adoption of new standards and protocols required to handle increased levels of Internet activity. Insufficient availability of telecommunications services to support the Internet also could result in slower response times and negatively impact use of the Internet generally, and our customers’ sites (including their use of LiveEngage) in particular. If the infrastructure of the Internet does not effectively support the growth of the Internet, we may not maintain profitability and our business, results of operations and financial condition will suffer. Risks Related to Our Common Stock Our stock price has been, and may continue to be, highly volatile, which could reduce the value of your investment and subject us to litigation. The price of our common stock has fluctuated significantly in the past and may continue to be highly volatile, with extreme price and volume fluctuations. Our trading price could fluctuate substantially in the future, including in response to the following factors, some of which are beyond our control: • • • • • • • • quarterly variations in our operating results or those of our competitors; earnings announcements that are not in line with analyst expectations; changes in recommendations or financial estimates by securities analysts; announcements or rumors about mergers or strategic acquisitions by us or by our competitors; announcements about customer additions and cancellations or failure to complete significant sales; changes in market valuations of companies that investors believe are comparable to us; additions or departures of key personnel; and general economic, political and market conditions, such as recessions, political unrest or terrorist attacks, or in the specific locations where we operate, such as the United States, Israel and the United Kingdom. In addition, extreme price and volume fluctuations in the stock markets generally, and in the markets for technology companies in particular, could cause the market price for our common stock to decline. In the past, companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. We may in the future be the target of similar litigation, which could result in substantial costs and distract management’s attention and resources. 45 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan Our common stock is traded on more than one market and this may result in price variations. Our common stock is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange (“TASE”). Trading in our common stock on these markets takes place in different currencies (U.S. dollars on the NASDAQ and New Israeli Shekels on the TASE) and at different times (due to different time zones, trading days and public holidays in the United States and Israel). The trading prices of our common stock on these two markets may differ due to these and other factors. Any decrease in the trading price of our common stock on one of these markets could cause a decrease in the trading price of our common stock on the other market. Differences in trading prices on the two markets could negatively impact our trading price. If our officers, directors and largest stockholders choose to act together, they may be able to significantly influence our management and operations, acting in their own best interest and not necessarily those of our other stockholders. As of December 31, 2018, our executive officers, directors and holders of 5% or more of our outstanding common stock and their affiliates in the aggregate beneficially owned approximately 49.6% of our outstanding common stock. As a result, these stockholders, acting together, have the ability to significantly influence all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions. Our executive officers, directors and principal stockholders could also delay or prevent a change in control. The interests of this group of stockholders may not always coincide with the company’s interests or the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of our other stockholders. Future sales of substantial amounts of our common stock may negatively affect our stock price. If we or our stockholders sell substantial amounts of our common stock, including shares issuable upon the exercise of outstanding options and warrants, in the public market, or if the market perceives that these sales might occur, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate. No prediction can be made as to the effect, if any, that market sales of our common stock will have on the market price of our common stock. Provisions in our charter documents and Delaware law could discourage, delay or prevent a takeover that stockholders may consider favorable. Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of discouraging, delaying or preventing a change in control or changes in our management that stockholders may deem advantageous. These provisions include the following: • • • • • Our board of directors is divided into three classes, with each class serving three-year staggered terms, which prevents stockholders from electing an entirely new board of directors at any annual meeting. Vacancies on our board of directors may only be filled by a vote of a majority of directors then in office, even if less than a quorum. Our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors or any other matters. This limits the ability of minority stockholders to elect director candidates. Our stockholders may only act at a duly called annual or special meeting and may not act by written consent. Stockholders must provide advance notice to nominate individuals for election to our board of directors or to propose other matters that can be acted upon at a stockholders’ meeting. 46 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan • We require super-majority voting by stockholders to amend certain provisions in our amended and restated certificate of incorporation and to amend our amended and restated bylaws. • Our amended and restated bylaws expressly authorize a super-majority of the board of directors to amend our amended and restated bylaws. As a Delaware corporation, we are also subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless certain conditions are met. This anti-takeover provision defenses could discourage, delay or prevent a change in control of our company, whether or not it is desired by or beneficial to our stockholders, which in turn could have a material adverse effect on the market price of our common stock. Item 1B. Unresolved Staff Comments None. Item 2. Properties Our corporate headquarters are located in New York City, where we lease approximately 37,000 square feet of office space under a lease that expires in 2020. We also lease office space of approximately 68,000 square feet in Ra’anana, Israel, for research and development, sales and support under leases that expire in 2018, of approximately 40,000 square feet in Alpharetta, Georgia, for sales and support under a lease that expires in 2024; and approximately 38,000 square feet in Seattle, for research and development that expires in 2020. As of December 31, 2018, we also lease office space for marketing, sales and support of approximately 45,000 square feet in various locations in the United States, Europe, Asia and Australia. In addition, we have data centers in the United States, Europe and Australia pursuant to various lease agreements. We believe that our current facilities properties are in good condition and are adequate to meet our current needs. If required, we believe that we will be able to obtain suitable additional space on commercially reasonable terms. Item 3. Legal Proceedings We previously filed an intellectual property suit against [24]7 Customer, Inc. in the Southern District of New York on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated our technology to develop competing products and misused our business information. On June 22, 2015, [24]7 Customer, Inc. filed suit against us in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 Customer Inc. filed a second patent infringement suit against us, also in the Northern District of California. On March 16, 2017, the New York case was voluntarily transferred and consolidated with the two California cases in the Northern District of California for all pre-trial purposes. Recent rulings by both the Court and the United States Patent Office in our favor have have invalidated the majority of [24]7 patents that were asserted in the patent cases. Trial for our intellectual property and other claims asserted against [24]7 in the original litigation is not scheduled to allow for mediation. We believe the claims filed by [24]7 are entirely without merit and intend to defend them vigorously. We routinely assess all of our litigation and threatened litigation as to the probability of ultimately incurring a liability, and record our best estimate of the ultimate loss in situations where we assess the likelihood of loss as probable. From time to time, we are involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against us with respect to intellectual property, contracts, employment and other matters, as well as claims brought against our customers for whom we have a contractual indemnification obligation. We accrue for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability 47 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan and the determination as to whether a loss is reasonably estimable. In addition, in the event we determine that a loss is not probable, but is reasonably possible, and it becomes possible to develop what we believe to be a reasonable range of possible loss, then we will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, we will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to our financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. From time to time, third parties assert claims against us regarding intellectual property rights, privacy issues and other matters arising in the ordinary course of business. Although we cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that we could incur, we currently believe that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of our business, we are also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 4. Mine Safety Disclosures Not Applicable. 48 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of PART II Equity Securities Price Range of Common Stock The principal United States market on which our common stock is traded is The NASDAQ Global Select Market under the symbol LPSN. Our shares of common stock are also traded on the Tel Aviv Stock Exchange under the symbol LPSN TA. Holders As of February 12, 2019, there were approximately 165 holders of record of our common stock. Dividends We have not declared or paid any cash dividends on our capital stock since our inception. We intend to retain earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Issuer Purchases of Equity Securities A summary of the Company’s repurchase activity for the three months ended December 31, 2018 is as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 10/1/2018 – 10/31/2018 . . . . . . . . . . 11/1/2018 – 11/30/2018 . . . . . . . . . . 12/1/2018 – 12/31/2018 . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . — — — — $— — — $— — — — — $17,050,059 17,050,059 17,050,059 17,050,059 $17,050,059 (1) Transaction fees related to the share purchases are deducted from the total remaining allowable expenditure amount. 49 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 55 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan Stock Performance Graph The graph depicted below compares the annual percentage changes in the LivePerson’s cumulative total stockholder return with the cumulative total return of the Standard & Poor’s SmallCap 600 Index and the Standard & Poor’s Information Technology Index. e u l a V x e d n I 250 200 150 100 50 0 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 Period Ending LivePerson, Inc. S&P Smallcap 600 S&P Information Technology (1) The graph covers the period from December 31, 2013 to December 31, 2018. (2) The graph assumes that $100 was invested at the market close on December 31, 2013 in LivePerson’s in the Standard & Poor’s SmallCap 600 Index and in the Standard & Poor’s Common Stock, Information Technology Index, and that all dividends were reinvested. No cash dividends have been declared on LivePerson’s Common Stock. (3) Stockholder returns over the indicated period should not be considered indicative of future stockholder returns. Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate by reference this Annual Report on Form 10-K or future filings made by the Company under those statutes, the Stock Performance Graph above is not deemed filed with the Securities and Exchange Commission, is not deemed soliciting material and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by us under those statutes, except to the extent that we specifically incorporate such information by reference into a previous or future filing, or specifically request that such information be treated as soliciting material, in each case under those statutes. Item 6. Selected Consolidated Financial Data The selected consolidated financial data with respect to our consolidated balance sheets as of December 31, 2018 and 2017 and the related consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements which are included herein. The selected financial data with respect to our balance sheets as of December 31, 2016, 2015 and 2014 and the related statements of operations for the years ended December 31, 2015 and 50 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan 2014 have been derived from our audited financial statements which are not included herein. Due to our acquisitions of AdvantageTec, Conversable, and Bot Central in 2018 and CAO!, Synchronite and NexGraph in 2014, we believe that comparisons of our operating results with each other, or with those of prior periods, may not be meaningful. The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 2018 Year Ended December 31, 2016 (In Thousands, Except Share and per Share Data) 2017 2015 2014 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 Consolidated Statement of Operations Data: Revenue . . . . . . . . . . . . . . . . . . Costs and expenses: Cost of revenue . . . . . . . . . . . Sales and marketing . . . . . . . . General and administrative . . . Product development . . . . . . . Restructuring costs . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . Total costs and expenses . . . Loss from operations . . . . . . . . . Other (expense) income . . . . . . . Loss before provision for income . . . . . . . . . . . . . . . . . . Provision for income taxes . . . . . Net loss . . . . . . . . . . . . . . . . . . taxes Net loss per share of common stock: Basic . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . Weighted-average shares used to compute net loss per share: Basic . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . Other Financial and Operational Data: $ 249,838 $ 218,876 $ 222,779 $ 239,012 $ 209,931 62,479 103,344 45,873 55,707 4,468 1,670 273,541 (23,703) (471) 58,205 90,905 43,124 40,034 2,594 1,840 236,702 (17,826) 136 63,161 89,529 43,046 40,198 2,369 3,885 242,188 (19,409) (530) 70,310 94,728 37,171 38,974 3,384 4,873 249,440 (10,428) (202) 52,703 83,253 40,192 37,329 — 1,621 215,098 (5,167) (322) (24,174) 858 (25,032) $ (17,690) 501 (18,191) $ (19,939) 5,934 (25,873) $ (10,630) 15,814 (26,444) $ (5,489) 1,859 (7,348) (0.42) $ (0.42) $ (0.32) $ (0.32) $ (0.46) $ (0.46) $ (0.47) $ (0.47) $ (0.13) (0.13) $ $ $ 59,203,400 59,203,400 56,358,017 56,358,017 56,063,777 56,063,777 56,452,408 56,452,408 54,478,754 54,478,754 Adjusted EBITDA(1) . . . . . . . . . Adjusted operating income(2) . . . $ $ 19,090 4,902 $ $ 18,400 6,042 $ $ 19,198 7,503 $ $ 21,244 9,130 $ $ 22,672 13,601 (1) We define adjusted EBITDA as net loss before provision for (benefit from) income taxes, other (expense) income, net, depreciation and amortization, stock-based compensation, restructuring costs, acquisition costs and other charges. Please see “Adjusted EBITDA” below for more information and for a reconciliation of adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles, or (“GAAP”). (2) We define adjusted operating income as income (loss) before provision for income taxes excluding amortization, stock-based compensation, restructuring costs, acquisition costs, contingent earn-out adjustments, other charges and other (expense) income. Please see “Adjusted Operating Income” below for more information and for a reconciliation of adjusted operating income to income (loss) before provision for income taxes, the most directly comparable financial measure calculated and presented in accordance with U.S. generally accepted accounting principles or GAAP. 51 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan Stock-based compensation included in the statements of operations above was as follows (amounts in thousands): Year Ended December 31, 2018 2017 2016 2015 2014 Cost of revenue . . . . . . . . . . . . . . . . . . . . . $ 996 $ 448 $ 429 $ 1,396 $ 1,492 Sales and marketing . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . Product development . . . . . . . . . . . . . . . . . 5,374 4,921 3,550 2,500 3,691 2,305 2,515 3,304 3,488 3,088 3,692 3,638 3,399 3,809 3,606 Total stock-based compensation . . . . . . . . $14,841 $8,944 $9,736 $11,814 $12,306 As of December 31, 2018 2017 2016 2015 2014 (In Thousands) Consolidated Balance Sheet Data: Cash and cash equivalents . . . . . . . . . . . . . . $ 66,449 $ 56,115 $ 50,889 $ 48,803 $ 49,372 Working capital . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . 21,234 290,103 170,729 13,789 232,799 140,063 17,548 219,638 138,476 39,122 226,194 165,305 34,954 239,817 180,337 Adjusted EBITDA and Adjusted Operating Income To provide investors with additional information regarding our financial results, we have disclosed adjusted EBITDA and adjusted operating income which are non-GAAP financial measures. The tables below present a reconciliation of adjusted EBITDA and adjusted operating income to net (loss) income, the most directly comparable GAAP financial measures. We have included adjusted EBITDA and adjusted operating income in this Annual Report on Form 10-K because these are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA and adjusted operating income can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the payment of bonuses to our executive officers. Accordingly, we believe that adjusted EBITDA and adjusted operating income provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: • • • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for new capital expenditure requirements; such replacements or for adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; adjusted EBITDA does not consider the impact of acquisition costs; 52 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 • • • • adjusted EBITDA does not consider the impact of restructuring costs; adjusted EBITDA does not consider the impact of other costs; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, differently, which reduces its usefulness as a comparative measure. including companies in our industry, may calculate adjusted EBITDA Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various pre-tax GAAP loss and our other GAAP results. The following table presents a reconciliation of adjusted EBITDA for each of the periods indicated (amounts in thousands): Year Ended December 31, 2018 2017 2016 2015 2014 Reconciliation of Adjusted EBITDA: Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . Contingent earn-out adjustments . . . . . . . . . . . Restructuring costs . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . Other litigation and consulting costs . . . . . . . . . Provision for income taxes . . . . . . . . . . . . . . . . Acquisition costs . . . . . . . . . . . . . . . . . . . . . . Other (income) expense, net . . . . . . . . . . . . . . . $(25,032) $(18,191) $(25,873) $(26,444) $ (7,348) 5,090 12,306 — — 9,071 — 1,859 1,372 322 2,813 14,841 — 4,468(1) 14,188 5,928(5) 858 555 471 4,682 8,944 — 2,594(2) 12,358 7,648(6) 501 — (136) 8,040 11,814 (3,680) 3,384(4) 12,114 — 15,814 — 202 6,673 9,736 — 2,369(3) 12,011 7,818(7) 5,934 — 530 5 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . $ 19,090 $ 18,400 $ 19,198 $ 21,244 $22,672 Our use of adjusted operating income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: • • • • • although amortization is a non-cash charge, the assets being amortized may have to be replaced in the future, and adjusted operating income does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted operating income does not consider the impact of acquisition costs; adjusted operating income does not consider the impact of restructuring costs; adjusted operating income does not consider the impact of other non-recurring costs; other companies, including companies in our industry, may calculate adjusted operating income differently, which reduces its usefulness as a comparative measure. 53 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Because of these limitations, you should consider adjusted operating income alongside other financial performance measures, including various pre-tax GAAP loss and our other GAAP results. The following table presents a reconciliation of adjusted operating income for each of the periods indicated (amounts in thousands): Year Ended December 31, 2018 2017 2016 2015 2014 Reconciliation of Adjusted Operating Income (Loss) Loss before provision for income taxes . . . . . . . . . $(24,174) $(17,690) $(19,939) $(10,630) $ (5,489) Amortization of purchased intangibles . . . . . . . 2,813 Stock-based compensation . . . . . . . . . . . . . . . . Restructuring costs . . . . . . . . . . . . . . . . . . . . . Other litigation and consulting costs . . . . . . . . . Contingent earn-out adjustments . . . . . . . . . . . Acquisition costs . . . . . . . . . . . . . . . . . . . . . . Other (income) expense, net . . . . . . . . . . . . . . . 14,841 4,468(1) 5,928(5) — 555 471 4,682 8,944 2,594(2) 7,648(6) — — (136) 6,673 9,736 2,369(3) 8,134(8) — — 530 8,040 11,814 3,384(4) — (3,680) — 202 5,090 12,306 — — — 1,372 322 Adjusted operating income . . . . . . . . . . . . . . . . . $ 4,902 $ 6,042 $ 7,503 $ 9,130 $13,601 (1) These costs include severance and associated costs of $4.5 million for the year ended December 31, 2018. As detailed in Note 13 of the Notes to the Consolidated Financial Statements, the Company’s restructuring costs relate to resource reallocation for the Company’s platform transformation as well as wind down costs to focus on areas of high growth potential, and the termination of a large customer contract. (2) (3) (4) (5) (6) (7) (8) Includes wind down costs of legacy platform of $1.9 million and severance costs of $0.7 million for the year ended December 31, 2017. Please refer to footnote (1) above for additional information related to the nature of these restructuring costs. Includes severance costs of $1.6 million, wind down costs of legacy platform of $1.2 million and a benefit of $0.4 million of cash collected on previously written off bad debt for the year ended December 31, 2016. Please refer to footnote (1) above for additional information related to the nature of these restructuring costs. Includes approximately $1.7 million of termination costs associated with a large customer contract that ended in 2015 and $1.7 million of severance and other associated costs for the year ended December 31, 2015. Please refer to footnote (1) above for additional information related to the nature of these restructuring costs. Includes litigation costs of $4.1 million, consulting costs of $1.3 million, executive recruitment costs of $0.3 million, and executive relocation costs of $0.2 million for the year ended December 31, 2018. As detailed in Note 12 of the Notes to the consolidated Financial Statements, the Company’s other litigation costs relate to the Company’s intellectual property suit against [24]7 Customer, Inc. Includes litigation costs of $6.2 million, executive one-time compensation payment of $1.0 million, and executive separation cost of $0.5 million for the year ended December 31, 2017. Please refer to footnote (5) above for additional information related to the nature of these other litigation costs. Includes litigation costs of $4.7 million, write off of technology licenses of $2.6 million, and severance costs of $0.5 million for the year ended December 31, 2016. Please refer to footnote (5) above for additional information related to the nature of these other litigation costs. Includes litigation costs of $4.7 million, write off of technology licenses of $2.6 million, severance costs of $0.5 million, and write off of office facility depreciation of $0.3 million for the year ended December 31, 2016. Please refer to footnote (5) above for additional information related to the nature of these other litigation costs. 54 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan 5 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 55 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations General You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this report. 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. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in “Risk Factors.” Overview LivePerson, Inc. (“LivePerson”, the “Company”, “we” or “our”) makes life easier by transforming how people communicate with brands. During the past decade, the consumer has made the mobile device the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. Our technology enables consumers to connect with businesses through these same preferred conversational including Facebook Messenger, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (AI) to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and even marketing and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see products in the store, schedule appointments, apply for credit, approve repairs, make purchases or payments – all without ever leaving the messaging channel. We call these AI and human-assisted conversational experiences over messaging Conversational Commerce. interfaces, LiveEngage, our enterprise-class, cloud-based platform, was designed for Conversational Commerce, enabling businesses to securely deploy messaging, coupled with bots and AI, at scale for brands with tens of millions of customers and many thousands of customer care agents. LiveEngage powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use LiveEngage to message consumers when they dial a 1-800 number instead of having them navigate interactive voice response systems (IVRs) and wait on hold. Our robust, cloud-based suite of rich mobile messaging and real-time chat offerings features intelligent routing and capacity mapping, queue prioritization, customer sentiment, real-time analytics and reporting, content delivery, Payment Card Industry (PCI) compliance, cobrowsing and a sophisticated proactive targeting engine. With LiveEngage, agents can manage all conversations with consumers through a single console interface, regardless of which disparate messaging endpoints the consumers originate from: i.e., WhatsApp, Line, Apple Business Chat, IVR, or Google Home. An extensible application programming interface (API) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than three dozen APIs are available on LiveEngage. LiveEngage also features Maven, a robust AI engine that was custom designed for Conversational Commerce. Maven, announced in December 2018, puts the power of bot development, training and management into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what the we call “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Through Maven Assist, agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating LiveEngage with Maven, as well as third-party bots, the platform provides businesses with a comprehensive view of all AI-based and human-based conversations from a single console. 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT As a “cloud computing” or software-as-a-service (SaaS) provider, LivePerson provides solutions on a hosted basis. This model offers significant benefits over premise-based software, including lower up-front costs, faster implementation, lower total cost of ownership, scalability, cost predictability, and simplified upgrades. Organizations that adopt a fully-hosted, multi-tenant architecture that is maintained by LivePerson eliminate the majority of the time, server infrastructure costs, and IT resources required to implement, maintain, and support traditional on-premise software. More than 18,000 businesses, including Citibank, HSBC, Orange, and The Home Depot use our Conversational Commerce solutions to orchestrate humans and AI, at scale, and create a convenient, deeply personal relationship. Our solutions benefit organizations of all sizes conducting business or communicating with consumers through mobile and online messaging and chat. We plan to continue to focus on key target markets: consumer/retail, telecommunications, financial services, travel/hospitality, technology and automotive, within the United States and Canada, Latin America, Europe and the Asia-Pacific region. We are organized into two operating segments: Business and Consumer. The Business segment enables brands to leverage LiveEngage’s sophisticated intelligence engine to connect with consumers through an integrated suite of mobile and online business messaging technologies. The Consumer segment facilitates online transactions between independent service providers (“Experts”) and individual consumers (“Users”) seeking information and knowledge for a fee via mobile and online messaging. In order to sustain growth in these segments, our strategy is to expand our position as the leading provider of online and mobile messaging solutions that transform how people communicate with brands. To accomplish this, we are focused on the following current initiatives: The key elements of LivePerson’s business solutions strategy include: Build awareness and drive adoption of Conversational Commerce. LivePerson brought its first customer live on messaging in June 2016. Since that time, we have been focused on building awareness for Conversational Commerce and driving adoption. We have educated businesses on the financial and operational transformation that occurs when a contact center shifts to an asynchronous messaging environment, where the consumer controls the pace of the conversation, which can last minutes, hours or days, from a synchronous call or chat center, where conversations occur in real-time and have a distinct start and end. A key component of our industry awareness marketing strategy has been to hold multiple global customer summits each year that target executives from enterprise customers and prospects, and feature a key theme within Conversational Commerce, such as Apple Business Chat, Google Rich Business Messenger, IVR deflection or AI. LivePerson customers are the centerpoint of these summits, presenting why they chose LivePerson for Conversational Commerce, how they achieved success, and what type of ROI they have realized. Each attendee then receives a blueprint for how they can achieve similar outcomes. We have found this strategy to drive strong results for LivePerson, as we have seen a greater than 40% conversion rate on opportunities that were created or advanced as part of the customer summits. By year end 2018, we had brought more than 200 customers live on messaging and increased adoption within our enterprise customers to more than 40%. In addition, more than 50% of messaging conversations had automation attached. We will continue to focus on building awareness for Conversational Commerce and driving adoption of messaging and AI across our customer base. Increase volumes on LiveEngage by deploying a broad messaging ecosystem and expanding customer use cases. Our strategy is to drive higher volumes on LiveEngage by going both wide across messaging endpoints and deep across consumer use cases. LivePerson offers a platform usage pricing model, where customers are offered access to our entire suite of messaging technologies across their entire agent pool for a pre-negotiated cost per interaction. We believe that over time this model will drive higher revenue for LivePerson by reducing barriers to adoption of new messaging endpoints and use cases. In order to go wide across messaging endpoints, it is imperative that LiveEngage integrates to all of the messaging apps that consumers prefer to use for communication. For example, if a consumer is an avid WhatsApp user, and a brand only offers SMS as a messaging option, that consumer may be reluctant to try 56 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan 5 55 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] messaging the brand. Therefore, a key strategy of our has been to build one of the industry’s broadest ecosystems of messaging endpoints. In June 2016, we launched with In-App messaging. In 2017, we introduced Facebook Messenger, SMS, Web messaging and IVR deflection integrations. In 2018, we added Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, Google Ad Lingo and Twitter. Each channel added opens the door to hundreds of millions of new consumers, providing brands a greater opportunity to shift share away from their legacy contact center channels into messaging. LivePerson makes the management of all these disparate channels seamless to the brand. The LiveEngage intelligent routing, queuing and prioritization software orchestrates these conversations at scale, regardless of which messaging endpoint they originated from, so that human and bot agents can engage with all customers through just one console. In order to go deep across customer use cases, we are focused on extending LiveEngage beyond just taking share of the 270 billion calls made to customer service 1-800 numbers each year, into sales, marketing and brick and mortar conversations. For example, in 2018, a home improvement retailer launched a bot that autonomously sells millions of dollars of grills; a leading global concessions manager launched a service that lets patrons in a sports arena order beverages to their seats through Apple Business Chat; and a telecommunications company used LiveEngage to drive pre-sales for an iPhone series launch. We believe that this strategy has influenced LivePerson’s enterprise and mid-market revenue retention rate, (the trailing-twelve-month change in total revenue from existing customers after upsells, downsells and attrition) which was greater than 110% in 2018. The benefit can also be seen in LivePerson’s average revenue per user (ARPU) for our enterprise and mid-market customers, which increased more than 25% in 2018 to approximately $285,000 from approximately $225,000 in 2017. For this same customer set, when examining only the subset that have adopted messaging, the ARPU in 2018 increased to approximately $500,000. When examining customers that have adopted at least three endpoints, the APRU in 2018 increased into the low seven figures. We believe these ARPU trends are a clear indication of how LivePerson’s strategy to drive messaging adoption has successfully influenced our revenue growth by taking share from legacy communication channels. We will continue to focus on adding new messaging endpoints and driving higher adoption of each of these channels within our customer base. Globalize R&D to attract the industry’s best AI, machine learning and conversational talent. We believe that AI and machine learning are critical to successfully scaling Conversational Commerce, and that in order to develop the industry’s leading technology, we need to open offices where the best talent is located. To spearhead that globalization effort, in 2018, LivePerson recruited Alex Spinelli, key architect of the Alexa Operating System at Amazon.com, as our Global CTO. Under Mr. Spinelli’s leadership, we opened an Advanced Technology Center in Seattle, Washington, in 2018, expanded our Mannheim, Germany development center, and added key development talent through the acquisitions of BotCentral in Mountain View, California and Conversable in Austin, Texas. We added more than 70 machine learning, AI and Conversational Commerce developers in 2018, recruiting top talent from firms such as Nike, Amazon.com, Microsoft and Target. We expect to continue adding industry leading development talent across our global offices in 2019. Bring to market best-in-class AI and machine learning technologies designed for Conversational Commerce. We believe that over the past few years many first generation AI and bots have created frustrating experiences for consumers and businesses alike, which in turn has eroded trust in automation. Many of these solutions have proven difficult to build and scale, and have been limited by stand alone implementations that lacked the measurement, reporting and human oversight of Conversational Commerce platforms such as LiveEngage. In December 2018, LivePerson announced Maven, a patent pending AI engine that is designed to overcome these shortcomings and help brands rapidly bring to market conversational AI that can scale to millions of interactions, while increasing customer satisfaction and conversion rates. Unlike alternative solutions designed solely for IT departments, Maven was built to be used by developers and contact center agents. By putting the power of conversational design and bot management in the hands of contact center agents, Maven gives brands the ability to leverage the employees closest to the customer, those who are most versed in the voice of the brand, and with the most expertise in how to craft successful outcomes for customer service and sales journeys. 57 5 55 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan Some of the key innovations behind Maven include: • • • • • • • bot building software that is based on dialogue instead of workflow or code, so non-technical employees like contact center agents can design automations the ability to bootstrap conversations with existing transcripts, reducing design effort and speeding time to market the establishing of contact center agents as bot managers, ensuring that every conversation is safeguarded by a human and that agents are continuously training the AI to be smarter and drive more successful outcomes powerful Assist technology that multiplies the efficiency of agents by analyzing intents in real time and then suggesting next best actions, predefined content, and bots that can take over transactional work pre-built templates for target verticals that provide out of the box support for the top intents and back-end integrations third-party AI NLU integration, so customers aren’t boxed into one vendor AI analytics and reporting tailored to Conversational Commerce Our strategy is to continue to enhance the Maven AI engine and related products, leveraging our global R&D footprint and substantial library of mobile and online conversational data, with the aim of increasing improving the customer experience and increasing agent efficiency, decreasing customer care costs, customer lifetime value. Sustain our leadership position by aligning brands to a vision that transforms how they communicate with consumers and delivers a superior return on investment. We believe that most online retailers view messaging and Conversational Commerce as a feature. They are content with building integrations to a messaging endpoint and offering messaging as just another product in their suite. LivePerson holds the perspective that Conversational Commerce requires an operational transformation that changes how brands engage with consumers across service, sales, marketing and brick and mortar. Brands must adapt their contact centers to an asynchronous messaging environment and leverage a combination of human agents, bots and AI to achieve scale and efficiencies. When done right, the entire consumer lifecycle with a brand will be maintained within the Conversational Commerce relationship, and traffic will steadily shift away from lower returning voice calls, websites and apps to higher returning messaging endpoints. We believe that LivePerson is uniquely positioned to deliver this transformation due to its technology and expertise: • • The LiveEngage enterprise-class, automation-first, cloud-based platform, was designed for AI-assisted and human-powered messaging in mobile and online channels. The platform offers best-in-class security and scalability, offers the broadest ecosystem of messaging endpoints, is designed for ease of use, and features an AI engine custom built for Conversational Commerce, robust real-time reporting, role-based real-time analytics, predictive intelligence, and innovations in customer satisfaction and connection measurement. Additionally, LiveEngage is an open platform with pre-built, enterprise-grade integrations into back-end systems as well as the ability to work across natural language understanding (NLU) providers. LivePerson has deep domain expertise across verticals and messaging endpoints, a global footprint, referenceable enterprise brands and a team of technical, solutions and consulting professionals to assist customers along their transformational journeys. We are positioned as an authority in Conversational Commerce, publishing a proprietary Conversational Quotient™ Index that measures each customer across multiple key indicators to ascertain their level of conversational maturity. Each business is then benchmarked against industry peers to determine their relative progression. We have developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and oftentimes inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI. 58 5 55 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT We believe that LivePerson’s differentiated approach to the Conversational Commerce industry, combined with our unique technology and expertise has established us as a market leader, with an ability to deliver superior returns on investment. LivePerson customers typically manage as many as 40 messaging conversations at a time, as compared to one at a time for a voice agent and two to four at a time for a good chat agent. Adding AI and bots provides even greater scale to the number of conversations managed. Our customers often see labor efficiency gains of at least two times that of voice agents, effectively cutting labor costs by at least 50%. Furthermore, our ability to deliver more convenient, personalized and content-rich conversations often drives increases in customer satisfaction of up to 20 percentage points and increases in sales conversions of up to 20%, while enhancing average order value, customer retention and loyalty. Strengthen our position in both existing and new industries. We plan to continue to develop its market position by increasing our customer base, and expanding within our installed base. We will continue to focus primarily on key target markets: consumer/retail, telecommunications, financial services, travel/ hospitality, technology and automotive within both our enterprise and mid-market sectors, as well as the small business (SMB) sector. Healthcare, insurance, real estate and energy utilities are new target industries and natural extensions of our primary target markets. We are increasingly structuring our field organization to emphasize our domain expertise and strengthen customer relationships. Continue to build our international international presence. We are focused on expanding our international revenue contribution, which increased to 41% of total revenue in 2018, from 37% in 2017 and 34% in 2016. We generated positive results from previous investments in direct sales and services personnel in the United Kingdom and Western Europe. We also continued to focus on expanding our presence in the Asia Pacific region, leveraging our relationships with partners. Leverage our open architecture to support partners and developers. In addition to developing our own applications, we continue to cultivate a partner eco-system capable of offering additional applications and services to our customers. We integrate into nearly a dozen third-party messaging endpoints including SMS, Facebook Messenger, Apple Business Chat, Google Rich Business Messenger, Line, WhatsApp, Alexa, Google Home, Google Ad Lingo and Twitter, multiple IVR vendors and dozens of branded apps. Our offering is AI vendor agnostic, empowering our customers to manage a mix of different bots, human agents and technologies from one control panel, thereby optimizing contact center efficiency. LivePerson’s proprietary and third-party AI/bots enable brands to partially or fully automate communications with their customers. In addition, we have opened up access to our platform and our products with more than three dozen APIs that allow customers and third parties to develop on top of our platform. Customers and partners can utilize these APIs to build our capabilities into their own applications and to enhance our applications with their services. In 2019, we expect to increase our marketing efforts to developers, raising awareness for how they can build programs and services on top of our platform. Expand sales partnerships to broaden our presence and accelerate sales cycles. We are focused on broadening its market reach and accelerating sales cycles by partnering with systems integrators, technology providers, business process outsourcers, value added resellers and other sales partners. We formalized a relationship with IBM Global Business Services in 2017 and Accenture in 2018. We increased the number of partners focused on SMBs by more than 300% in 2018, to over 150 at year end from 40 at the start of the year. These efforts are increasingly yielding positive results for us, as nearly one-third of annual contract value signed in 2018 was directly influenced by partners. We expect to increase investment in our partner channels in 2019. Maintain Market Leadership in Technology and Security Expertise. As described above, we are devoting significant resources to creating new products and enabling technologies designed to accelerate innovation. We evaluate emerging technologies and industry standards and continually update our technology in order to retain our leadership position in each market we serve. We monitor legal and technological developments in the area of information security and confidentiality to ensure our policies and procedures meet or exceed the demands of the world’s largest and most demanding corporations. We believe that these efforts will allow us to effectively anticipate changing customer and consumer requirements in our rapidly evolving industry. 59 5 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan Evaluate Strategic Alliances and Acquisitions When Appropriate. We have successfully integrated several acquisitions over the past decade. While we have in the past, and may from time to time in the future, engage in discussions regarding acquisitions or strategic transactions or to acquire other companies that can accelerate our growth or broaden our product offerings, we currently have no binding commitments with respect to any future acquisitions or strategic transactions. Key Metrics Financial overview of the three and twelve months ended December 31, 2018 compared to the comparable periods in 2017 are as follows: • • • • • • • Revenue increased 15% and 14% to $65.7 million and $249.8 million in the three and twelve months ended December 31, 2018, respectively, from $57.4 million and $218.9 million in the comparable periods in 2017. Revenue from our Business segment increased 15% and 14% to $60.7 million and $230.3 million in the three and twelve months ended December 31, 2018, respectively, from $52.9 million and $201.4 million in the comparable periods in 2017. Gross profit margin remained consistent at 74% in the three months ended December 31, 2018 and 2017. Gross profit margin increased to 75% in the twelve months ended December 31, 2018 from 73% in the comparable period in 2017. Cost and expenses increased 15% and 16% to $73.0 million and $273.5 million in the three and twelve months ended December 31, 2018, respectively, from $63.3 million and $236.7 million in the comparable periods in 2017. Net loss increased to $6.5 million and $25.0 million in the three and twelve months ended December 31, 2018, respectively, from net loss of $3.7 million and $18.2 million for the three and twelve months ended December 31, 2017, respectively. Trailing-twelve-month average revenue per enterprise and mid-market customer was greater than $285,000 in 2018, as compared to approximately $220,000 in 2017. Revenue retention rate for enterprise and mid-market customers on LiveEngage was greater than 110% for the twelve months ended December 31, 2018 and 2017. 5 Revenue The majority of our revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. We charge a monthly fee, which varies by service and customer usage. The majority of our larger customers also pay a professional services fee related to implementation and ongoing optimization services. A large proportion of our revenue from new customers comes from large corporations. These companies typically have more significant implementation requirements and more stringent data security standards. Such customers also have more sophisticated data analysis and performance reporting requirements, and are likely to engage our professional services organization to provide such analysis and reporting on a recurring basis. We determine revenue recognition through the following steps: • • • • • identification of the contract, or contracts, with a customer; identification of the performance obligations in the contract; determination of the transaction price; allocation of the transaction price to the performance obligations in the contract; and recognition of revenue when, or as, the Company satisfies a performance obligation. Total revenue of $249.8 million recognized during the year ended December 31, 2018 under ASU No. 2014-09, “Revenue from Contracts with Customers” (“Topic 606”), was not materially different from what would have been recognized under Topic 605. 60 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT For more information about our revenue recognition policies, please see “— Critical Accounting Policies and Estimates — Revenue Recognition.” Hosted Services — Business Revenue Revenue attributable to our monthly hosted Business services accounted for 79% of total revenue for the year ended December 31, 2018 and 82% of total revenue for the years ended December 31, 2017 and 2016. Professional Services Revenues Revenue attributable to professional services accounted for 13% of total revenue for the year ended December 31, 2018 and 10% of total revenue for the years ended December 31, 2017 and 2016. Contracts with Multiple Performance Obligations Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the cloud applications sold, and the number and types of users within our contracts. Hosted Services — Consumer Revenue Revenue from our Consumer segment accounted for approximately 8% of total revenue for the years ended December 31, 2018 and 2017 and 7% of total revenue for the year ended December 31, 2016, respectively. Deferred Revenues We record deferred revenues when cash payments are received or due in advance of our performance. The increase of $19.7 million in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, partially offset by $32.7 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2017. We also have entered into contractual arrangements that complement our direct sales force and online sales efforts. These are primarily with call center service companies, pursuant to which LivePerson is paid a commission based on revenue generated by these service companies from our referrals. To date, revenue from such commissions has not been material. Costs and Expenses Our cost of revenue consists of: • • • • • • • compensation costs relating to employees who provide customer support and implementation services to our customers; outside labor provider costs; compensation costs relating to our network support staff; depreciation of certain hardware and software; allocated occupancy costs and related overhead; the cost of supporting our infrastructure, including expenses related to server leases, infrastructure support costs and Internet connectivity; the credit card fees and related payment processing costs associated with the consumer and SMB services; and 61 5 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT • amortization of certain intangibles. Our sales and marketing expenses consist of compensation and related expenses for sales personnel and marketing personnel, online marketing, allocated occupancy costs and related overhead, advertising, sales commissions, public relations, promotional materials, travel expenses, global customer summits and trade show exhibit expenses. Our general and administrative expenses consist primarily of compensation and related expenses for executive, accounting, legal, information technology and human resources personnel, allocated occupancy costs and related overhead, litigation, professional fees, provision for doubtful accounts and other general corporate expenses. Our product development expenses consist primarily of compensation and related expenses for product development personnel, allocated occupancy costs and related overhead, outsourced labor and expenses for testing new versions of our software. Product development expenses are charged to operations as incurred. During 2018, we increased our allowance for doubtful accounts from $1.3 million to approximately $2.3 million. During 2017, we decreased our allowance for doubtful accounts by approximately $0.4 million to approximately $1.3 million. We perform a detailed assessment of the collectability of our accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, the aging of the accounts receivable, historical write-offs and the creditworthiness of each customer. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles. Non-Cash Compensation Expense The net non-cash compensation amounts for the years ended December 31, 2018, 2017 and 2016 consist of (amounts in thousands): Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,841 $8,944 $9,736 2018 2017 2016 Results of Operations We are organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage LiveEngage’s sophisticated intelligence engine to connect with consumers through an integrated suite of mobile and online business messaging technologies. The Consumer segment facilitates online transactions between Experts and Users seeking information and knowledge for a fee via mobile and online messaging. 62 5 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan The following tables set forth our results of operations for the periods presented and as a percentage of our revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results. Year Ended December 31, 2018 2017 2016 (as a percentage of revenue) Consolidated Statements of Operations Data:(1) Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 100% Costs and expenses: Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . . . . . . . . . . . . . 25% 41% 18% 22% 2% 1% 27% 42% 20% 18% 1% 1% 28% 40% 19% 18% 1% 2% Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109% 108% 109% Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (expense) income, net Loss before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for income taxes Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9)% —% (10)% —% (10)% (8)% —% (8)% —% (8)% (9)% —% (9)% 3% (12)% (1) Certain items may not total due to rounding. Revenue Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change (in thousands) (in thousands) Revenue by Segment: Business . . . . . . . . . . . . . . . . . . . Consumer . . . . . . . . . . . . . . . . . . $230,285 19,553 $201,426 17,450 14% $201,426 17,450 12% $206,521 16,258 Total . . . . . . . . . . . . . . . . . . . . $249,838 $218,876 14% $218,876 $222,779 (2)% 7% (2)% Our business revenue growth has traditionally been driven by a mix of revenue from new customers as well as expansion from existing customers. Business revenue increased by 14% to $230.3 million for the year ended December 31, 2018, from $201.4 million for the year ended December 31, 2017. This increase is primarily attributable to revenue from existing customers of approximately $11.8 million, net of cancellations, revenue from professional services provided to clients in the amount of $10.3 million, revenue from new customers of approximately $5.9 million, and revenue that is variable based on interactions and usage of approximately $0.8 million. Business revenue decreased by 2% to $201.4 million for the year ended December 31, 2017, from $206.5 million for the year ended December 31, 2016. The decrease is primarily attributable to revenue from existing customers of approximately $14.9 million, net of cancellations, and revenue that is variable based on interactions and usage in the amount of $1.0 million. This is partially offset by increases in revenue from new customers of approximately $10.1 million and revenue from professional services of approximately $0.7 million. The overall increase in business revenue in 2018 is primarily attributable to the Company’s renewed selling focus after completing the migration to LiveEngage in 2017. LivePerson has also developed a large 63 5 55 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT ecosystem of conversational messaging endpoints that integrates to our platform and is driving adoption of these endpoints along with bots and AI. The business revenue decrease in 2017, primarily reflects the carry-over effect from the 2016 migration to the LiveEngage platform and the end of life of the legacy offering in the second quarter of 2017. Acquisitions during the year ended December 31, 2018 did not have a material impact on revenue. Consumer revenue increased by 12% to $19.6 million for the year ended December 31, 2018, from $17.5 million for the year ended December 31, 2017. This increase is primarily attributable to an increase in chat minutes and price per minute. Consumer revenue increased by 7% to $17.5 million for the year ended December 31, 2017, from $16.3 million for the year ended December 31, 2016. This increase is primarily attributable to an increase in price per minute. Cost of Revenue — Business Cost of revenue consists of compensation costs relating to employees who provide customer service to our customers, compensation costs relating to our network support staff, the cost of supporting our server and network infrastructure, and allocated occupancy costs and related overhead. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Cost of revenue – Business . . . . . . . . . Percentage of total revenue . . . . . . . . Headcount (at period end) . . . . . . . . . $58,420 $54,600 7% $54,600 $60,352 (10)% 23% 228 25% 205 11% 25% 205 27% 236 (13)% Cost of revenue increased by 7% to $58.4 million for the year ended December 31, 2018, from $54.6 million for the year ended December 31, 2017. This increase in expense is primarily attributable to an increase in business services and outsourced subcontracted labor of approximately $2.8 million, in salary and related employee expenses of approximately $2.6 million, and in depreciation expense of approximately $0.4 million. This was partially offset by a decrease in amortization of approximately $1.7 million and in primary and backup server facilities and allocated overhead cost related to costs of supporting our server and network infrastructure of approximately $0.3 million. Cost of revenue decreased by 10% to $54.6 million for the year ended December 31, 2017, from $60.4 million for the year ended December 31, 2016. This decrease in expense is primarily attributable to a decrease in salary and related employee expenses of approximately $3.1 million, a decrease in primary and backup server facilities and allocated overhead cost related to costs of supporting our server and network infrastructure of approximately $1.5 million, and a decrease in depreciation of approximately $1.3 million. Gross profit margin increased by 2% to 75% and 73% for the year ended December 31, 2018 and 2017, respectively. The increase in gross margin was tied to our ability to operationalize cost savings by moving brands off of our legacy platform and realigning our go-to-market strategy around LiveEngage. Cost of Revenue — Consumer Cost of revenue consists of compensation costs relating to employees who provide customer service to Experts and Users, compensation costs relating to our network support staff, the cost of supporting our server and network infrastructure, credit card and transaction processing fees and related costs, and allocated occupancy costs and related overhead. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Cost of revenue – Consumer . . . . . . . $4,059 $3,605 13% $3,605 $2,809 28% Percentage of total revenue . . . . . . . . Headcount (at period end) . . . . . . . . . 2% 16 2% 18 (11)% 2% 18 1% 16 13% 64 5 55 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan Cost of revenue increased by 13% to $4.1 million for the year ended December 31, 2018, from $3.6 million for the year ended December 31, 2017. This is primarily related to an increase in depreciation expense of approximately $0.2 million, credit card processing fees of approximately $0.2 million, and salary, outsourced labor, and related employee expenses of approximately $0.1 million. This increase is partially offset by a decrease in expenses for backup server facilities of approximately $0.1 million. Cost of revenue increased by 28% to $3.6 million for the year ended December 31, 2017, from $2.8 million for the year ended December 31, 2016. This is primarily related to an increase in salary and related employee expenses of approximately $1.1 million. This increase is partially offset by a decrease in expenses for backup server facilities of approximately $0.5 million. Sales and Marketing — Business Our sales and marketing expenses consist of compensation and related expenses for sales and marketing personnel, as well as advertising, public relations, trade show exhibit expenses and allocated occupancy costs and related overhead. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Sales and Marketing – Business . . . . . Percentage of total revenue . . . . . . . . Headcount (at period end) . . . . . . . . . $94,339 $82,420 14% $82,420 $82,063 —% 38% 352 38% 291 21% 38% 291 37% 310 (6)% Sales and marketing expenses increased by 14% to $94.3 million for the year ended December 31, 2018 from $82.4 million for the year ended December 31, 2017. This is primarily related to an increase in salary, recruitment, and related employee expenses of approximately $5.5 million, in business services and outsourced labor of approximately $3.8 million, in marketing events, advertising, public relations, and trade show exhibit expenses of approximately $2.2 million, and in facilities and allocated overhead of $0.4 million. Sales and marketing expenses remained relatively flat for the year ended December 31, 2017 as compared the year ended December 31, 2016. This primarily related to an increase in marketing events, advertising, public relations, and trade show exhibit expenses of approximately $3.1 million, an increase in business services and outsourced labor of approximately $1.7 million, and an increase in depreciation expense by approximately $0.3 million. This was offset by a decrease in salary and related employee expenses of approximately $4.7 million. We have realigned our go-to-market strategy around LiveEngage. Our outreach efforts are primarily focused on fostering a community of thought and industry leadership by targeting several hundred of the world’s largest brands through conference calls and global customer events. Sales and Marketing — Consumer Our sales and marketing expenses consist of compensation and related expenses for marketing personnel, as well as online promotion and trade show exhibit expenses and allocated occupancy costs and related overhead. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Sales and Marketing – Consumer . . . . Percentage of total revenue . . . . . . . . Headcount (at period end) . . . . . . . . . $9,005 $8,485 6% $8,485 $7,466 14% 4% 13 4% 12 8% 4% 12 3% 11 9% Sales and marketing expenses increased by 6% to $9.0 million for the year ended December 31, 2018, from $8.5 million for the year ended December 31, 2017. This increase is primarily attributable to an increase in advertising and online expenses of approximately $0.3 million and an increase in compensation and related costs for additional and existing sales and marketing personnel of approximately $0.2 million. 65 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan 5 55 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 55 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 Sales and marketing expenses increased by 14% to $8.5 million for the year ended December 31, 2017, from $7.5 million for the year ended December 31, 2016. This increase is primarily attributable to an increase in advertising and online expenses of approximately $0.9 million and an increase in compensation and related costs for additional and existing sales and marketing personnel of approximately $0.1 million. General and Administrative Our general and administrative expenses consist primarily of compensation and related expenses for information technology, human resources and administrative personnel, executive, accounting, legal, professional fees and other general corporate expenses. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) General and administrative . . . . . . . . $45,873 $43,124 6% $43,124 $43,046 —% Percentage of total revenue . . . . . . . . Headcount (at period end) . . . . . . . . . 18% 128 20% 113 13% 20% 113 19% 112 1% General and administrative expenses increased by 6% to $45.9 million for the year ended December 31, 2018 from $43.1 million for the year ended December 31, 2017. This is primarily related to an increase in salaries and employee related expenses of approximately $4.5 million and in business services and outsourced labor of approximately $0.8 million. This was partially offset by a decrease in allocated information technology, and other general corporate expenses of occupancy costs, related overhead, approximately $1.2 million, a net decrease in other costs of approximately $1.1 million, and a decrease of amortization and depreciation expense of approximately $0.2 million. Other costs consisted of a decrease in litigation of approximately $2.0 million and one-time executive compensation paid in 2017 of approximately $1.0 million. This was partially offset by consulting fees relating to cost efficiency analysis of $1.2 million and acquisition costs of approximately $0.6 million. General and administrative expenses remained relatively flat for the year ended December 31, 2017 as compared to the year ended December 31, 2016. This is primarily related to an increase in salaries and employee related expenses of approximately $0.3 million and a net increase in other costs of approximately $0.2 million. Other costs consisted of an increase in litigation of approximately $1.3 million, executive one-time compensation of approximately $1.0 million, and executive separation costs of approximately $0.5 million, offset partially by the write off of technology licenses in 2016 of approximately $2.6 million. The overall general and administrative expense variance was offset by a decrease in business services and outsourced labor of approximately $0.2 million and a decrease in allocated occupancy costs, related overhead, information technology and other general corporate expenses of approximately $0.2 million. Product Development Our product development expenses consist primarily of compensation and related expenses for product development personnel as well as allocated occupancy costs and related overhead and outsourced labor and expenses for testing new versions of our software. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Product development . . . . . . . . . . . . $55,707 $40,034 39% $40,034 $40,198 —% Percentage of total revenue . . . . . . . . Headcount (at period end) . . . . . . . . . 22% 369 18% 342 8% 18% 342 18% 300 14% Product development costs increased by 39% to $55.7 million for the year ended December 31, 2018 from $40.0 million for the year ended December 31, 2017. This is primarily related to an increase in compensation, recruitment, and related costs of approximately $10.2 million, an increase in facility, allocated occupancy costs and overhead related to costs of supporting our server and network infrastructure of approximately $3.4 million, in depreciation expenses of approximately $1.4 million, and in business services and outsourced labor of approximately $0.7 million. 66 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT Product development costs remained relatively flat for the year ended December 31, 2017 as compared the year ended December 31, 2016. This is primarily related to a decrease in compensation and related costs of approximately $1.6 million and in business services and outsourced labor of approximately $0.3 million. This was offset by an increase in depreciation expense of approximately $1.3 million and an increase in allocated occupancy costs and related overhead of approximately $0.3 million. We continue to invest in new product development efforts to expand the capability of LiveEngage. During July 2018, we opened an office in Seattle, for research and development in order to promote continued globalization of our technology operations, drive improvements in quality assurance of existing products and creation of new add-on features to LiveEngage. We recognize that every brand is unique and employs an individualized and complex approach to managing their users. In accordance with ASC 350-40, “Internal — Use Software”, as new projects are initiated that provide functionality to the LiveEngage platform, the associated development and employee costs will be capitalized. Upon completion, the project costs will be depreciated over five years. During the year ended December 31, 2018 and 2017, $11.7 million and $8.3 million was capitalized, respectively. Restructuring Costs Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Restructuring Costs . . . . . . . . . . . . . Percentage of total revenue . . . . . . . . $4,468 $2,594 72% $2,594 $2,369 9% 2% 1% 1% 1% Restructuring costs increased by 72% to $4.5 million for the year ended December 31, 2018, from $2.6 million for the year ended December 31, 2017. This variance is attributable to an increase in severance and other associated costs of approximately $3.8 million. This was offset partially by wind down costs of approximately $1.9 million related to shutting down the legacy platform in 2017. In 2018, restructuring related primarily to the reorganization of the GPT group in order to promote continued globalization of our technology operations, drive improvements in quality assurance of existing products and creation of new add-on features to LiveEngage. Restructuring costs increased by 9% to $2.6 million for the year ended December 31, 2017, from $2.4 million for the year ended December 31, 2016. This increase is attributable to an increase in wind down costs of approximately $0.8 million related to shutting down the legacy platform and a benefit of approximately $0.4 million taken in 2016 related to cash collected on previously written off bad debt of a large customer contract that ended. This was offset partially by a decrease in severance and other associated costs of $1.0 million. Amortization of Purchased Intangibles Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Amortization of purchased intangibles . . . . . . . . . . . . . . . . . . Percentage of total revenue . . . . . . . . $1,670 $1,840 (9)% $1,840 $3,885 (53)% 1% 1% 1% 2% Amortization expense for purchased intangibles decreased by 9% to $1.7 million for the year ended December 31, 2018, from $1.8 million for the year ended December 31, 2017 and decreased by 53% to $1.8 million for the year ended December 31, 2017, from $3.9 million for the year ended December 31, 2016. The year over year variance is primarily attributable to the full amortization of non-compete agreements related to the past acquisitions of Synchronite and CAO! in 2017 and of capitalized customer relationships related to the past acquisition of Engage in 2016. Additional amortization expense in the amount of $1.1 million was included in cost of revenue for the year ended December 31, 2018 and $2.8 million for the years ended December 31, and 2017 and 2016. 67 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan 5 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 Other (Expense) Income, net Other income, net primarily consists of interest income on cash and cash equivalents, investment income and financial (expense) income which is a result of currency rate fluctuations associated with exchange rate movement of the U.S. dollar against the New Israeli Shekel, Pound Sterling, Japanese Yen, AUS dollar and the Euro. Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Other (expense) income, net . . . . . . . . $(471) $136 (446)% $136 $(530) (126)% Other (expense) income increased by $0.3 million to an expense of $0.5 million for the year ended December 31, 2018 from an income of $0.1 million for the year ended December 31, 2017. This was primarily attributable to a decrease in other financial income and finance hedging income. Other (expense) income decreased by $0.7 million to an income of $0.1 million for the year ended December 31, 2017 from an expense of $0.5 million for the year ended December 31, 2016. This was primarily attributable to an increase in realized and unrealized gain due to foreign exchange of approximately $0.5 million and a decrease in finance hedging and other financial income of approximately $0.2 million Provision for Income Taxes Year Ended December 31, Year Ended December 31, 2018 2017 % Change 2017 2016 % Change ($ in thousands) ($ in thousands) Provision for income taxes . . . . . . . . . $858 $501 71% $501 $5,934 (92)% Income tax expense increased by 71% to $0.9 million for the year ended December 31, 2018, from $0.5 million for the year ended December 31, 2017. Our consolidated effective tax rate was impacted by the statutory income tax rates applicable to each of the jurisdictions in which we operate. As a result of the Tax Cuts and Jobs Act the federal corporate income tax rate decreased from a maximum of 35% to a flat rate of 21%. In addition, federal NOLs incurred after December 31, 2017 will have an indefinite carryforward period and will be available to offset 80% of federal taxable income in future years. During the first quarter of 2018 we recognized a benefit of $2.0 million related to a settlement with the Israeli Tax Authority. As a result of the settlement we recognized a benefit as the recorded liability was less than the final settlement. A benefit was also recorded for U.S. federal tax refunds that were recognized due to increased foreign tax credits and increased federal NOLs from foreign tax deductions. The increase in tax expense was primarily due to these factors. Income tax expense decreased by 92% to $0.5 million for the year ended December 31, 2017, from $5.9 million for the year ended December 31, 2016. This decrease was primarily attributable to a benefit of $2.4 million recorded in the fourth quarter of 2017 as a result of the Tax Cuts and Jobs Act, which was passed on December 22, 2017. Prior to the passage of the tax law, we had an indefinite lived intangible that was not available to be netted against existing deferred tax assets for purposes of determining the valuation allowance. Net Loss We had a net loss of $25.0 million for the year ended December 31, 2018 compared to a net loss of $18.2 million for the year ended December 31, 2017. Revenue increased approximately $31.0 million, operating expenses increased by approximately $36.8 million, the provision for income taxes increased approximately $0.4 million, and other (expense) income net increased by $0.6 million, contributing to a net increase in net loss of approximately $6.8 million. We had a net loss of $18.2 million for the year ended December 31, 2017 compared to a net loss of $25.9 million for the year ended December 31, 2016. Revenue decreased approximately $3.9 million, operating expenses decreased by approximately $5.5 million, the provision for (benefit from) income taxes decreased approximately $5.4 million, and other (expense) income, net decreased by approximately $0.7 million, contributing to a net decrease in net loss of approximately $7.7 million. 68 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan Quarterly Results of Operations Data The following table sets forth, for the periods indicated, the Company’s financial information for the eight most recent quarters ended December 31, 2018. In the Company’s opinion, this unaudited information has been prepared on a basis consistent with the annual consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the unaudited information for the periods presented. This information should be read in conjunction with the consolidated financial statements, including the related notes, included herein. Dec. 31, 2018 Sept. 30, 2018 Consolidated Statements of Operations Data: Sept. 30, June 30, 2017 2018 (in thousands, except share and per share data) March 31, 2018 Dec. 31, 2017 June 30, 2017 March 31, 2017 Revenue . . . . . . . . . . . $ 65,724 $ 64,213 $ 61,660 $ 58,241 $ 57,390 $ 56,493 $ 54,074 $ 50,919 Costs and Expenses: Cost of revenue . . . . . Sales and marketing . . General and administrative . . . . Product development . . Restructuring costs . . . Amortization of purchased intangibles . . . . . . Total costs and expenses . . . . . . . . Loss from operations Other (expense) income . . Loss before (benefit from) provision for income taxes . . . . . . . . . . . (Benefit from) provision for income taxes . . . . Net loss . . . . . . . . . . . $ Net loss per share of common stock: . . . . . . . . . . . . Basic Diluted . . . . . . . . . . . Weighted-average shares used to compute net loss per share 16,800 27,073 12,279 14,752 1,662 15,689 26,748 11,972 13,484 722 16,036 25,392 11,499 14,219 1,906 13,954 24,131 10,123 13,252 178 14,749 24,210 12,596 11,023 279 14,541 21,603 10,398 9,726 — 15,134 23,392 10,437 9,326 2,076 13,781 21,700 9,692 9,958 — 398 424 424 424 428 470 470 472 72,964 (7,240) (418) 69,039 (4,826) (213) 69,476 (7,816) 31 62,062 (3,821) 129 63,285 (5,895) (276) 56,738 (245) 191 60,835 (6,761) (99) 55,843 (4,924) 320 (7,658) (5,039) (7,785) (3,692) (6,171) (54) (6,860) (4,604) (1,193) (6,465) $ 2,004 (7,043) $ 536 (8,321) $ (489) (3,203) $ (2,499) (3,672) $ 1,256 (1,310) $ 673 (7,533) $ 1,072 (5,676) (0.11) (0.11) (0.12) (0.12) (0.14) (0.14) (0.06) (0.06) (0.06) (0.06) (0.02) (0.02) (0.13) (0.13) (0.10) (0.10) . . . . . . . . . . . . Basic Diluted . . . . . . . . . . . 60,794,252 60,794,252 60,014,246 60,014,246 58,648,195 58,648,195 57,309,707 57,309,707 56,965,111 56,965,111 56,524,990 56,524,990 55,954,158 55,954,158 55,975,093 55,975,093 Liquidity and Capital Resources December 31, 2018 2017 2016 (in thousands) Consolidated Statements of Cash Flows Data: Cash flows provided by operating activities . . . . . . . . . . . . . . . Cash flows used in investing activities . . . . . . . . . . . . . . . . . . . Cash flows provided by financing activities . . . . . . . . . . . . . . . $ 4,779 (27,773) 33,926 $ 10,290 (15,320) 7,209 $ 24,560 (11,452) (7,068) As of December 31, 2018, we had approximately $66.4 million in cash and cash equivalents, an increase of approximately $10.3 million from December 31, 2017. This increase is primarily attributable to cash provided by operating activities of approximately $4.8 million and proceeds from issuance of common stock of approximately $35.3 million. This was partially offset by cash used in investing activities of approximately $27.8 million, the repurchase of common stock of approximately $1.3 million, and the effect of foreign exchange rate changes on cash and cash equivalents of approximately $0.6 million. 69 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan Net cash provided by operating activities was $4.8 million in the year ended December 31, 2018. Our net loss was $25.0 million, which includes the effect of non-cash expenses related to stock-based compensation, amortization of purchased intangibles, depreciation, and provision for doubtful accounts as well as increases in deferred revenue due to more of our customers moving to cash payments in advance on annual billings and in accounts payable and accrued expenses. This was partially offset by increases in prepaid expenses and other current assets and accounts receivable and decrease in deferred tax liability. Net cash provided by operating activities was $10.3 million in the year ended December 31, 2017. Our net loss was $18.2 million, but loss was impacted by non-cash expenses related to stock-based compensation, amortization of purchased intangibles, depreciation, and provision for doubtful accounts. Furthermore, there were increases in deferred revenue due to more of our customers moving to cash payments in advance on annual billings and accrued expenses. This was partially offset by increases in accounts receivable and prepaid expenses and other current assets and decreases in accounts payable and deferred tax liability. that net Net cash used in investing activities was $27.8 million in the year ended December 31, 2018 due primarily to the purchase of fixed assets for our co-location facilities, acquisitions and purchases of intangibles. See Note 7 of the Notes to Consolidated Financial Statements for further details on acquisitions. This was partially offset by a decrease in cash held as collateral. Net cash used in investing activities was $15.3 million in the year ended December 31, 2017 due primarily to the purchase of fixed assets for our co-location facilities and purchases of intangibles. This was partially offset by a decrease in cash held as collateral. Net cash provided by financing activities was $33.9 million in the year ended December 31, 2018 and $7.2 million in the year ended December 31, 2017. This consisted primarily of the proceeds from the issuance of common stock in connection with the exercise of stock options offset partially by the repurchase of our common stock. We anticipate that our current cash and cash equivalents will be sufficient to satisfy our working capital and capital requirements for at least the next 12 months. However, we cannot assure you that we will not require additional funds prior to such time, and we would then seek to sell additional equity or debt securities through public financings, or seek alternative sources of financing. We cannot assure you that additional funding will be available on favorable terms, when needed, if at all. If we are unable to obtain any necessary additional financing, we may be required to further reduce the scope of our planned sales and marketing and product development efforts, which could materially adversely affect our business, financial condition and operating results. In addition, we may require additional funds in order to fund more rapid expansion, to develop new or enhanced services or products, or to invest in or acquire complementary businesses, technologies, services or products. Off Balance Sheet Arrangements We do not have any special purposes entities, and other than operating leases, which are described below we do not engage in off-balance sheet financing arrangements. Contractual Obligations and Commitments We lease facilities and certain equipment under agreements accounted for as operating leases. These leases generally require us to pay all executory costs such as maintenance and insurance. Rental expense for operating leases for the years ended December 31, 2018, 2017 and 2016, was approximately $10.9 million, $9.9 million and $10.0 million, respectively. As of December 31, 2018, our principal commitments were approximately $23.7 million under various operating leases, of which approximately $8.5 million is due in 2019. We currently expect that our principal commitments for the year ending December 31, 2019 will not exceed approximately $10.0 million in the aggregate. 70 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan Our contractual obligations at December 31, 2018 are summarized as follows (amounts in thousands): Contractual Obligations Payments Due by Period Total Less Than 1 Year 1 – 3 Years 3 – 5 Years Operating leases . . . . . . . . . . . . . . . . . . . . . . . . $23,697 $8,488 $11,616 $3,532 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23,697 $8,488 $11,616 $3,532 More Than 5 Years $61 $61 Capital Expenditures Total capital expenditures in 2018 were approximately $21.9 million, primarily related to the continued expansion of our co-location facilities. Our total capital expenditures are not currently expected to exceed $27.0 million in 2019. We anticipate that our current cash and cash equivalents and cash from operations will be sufficient to fund these capital expenditures. Indemnifications We enter into service and license agreements in the ordinary course of business. Pursuant to some of these agreements, we agree to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using our products. We also have agreements whereby our executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a directors and officers insurance policy that reduces our exposure and enables us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Currently, we have no liabilities recorded for these agreements as of December 31, 2018. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that management believes are reasonable based upon the information available. We base these estimates on our historical experience, future expectations and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments that may not be readily apparent from other sources. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We believe that the assumptions and estimates associated with revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies have the greatest potential impact on our consolidated financial statements. We evaluate these estimates on an ongoing basis. Actual results could differ from those estimates under different assumptions or conditions, and any differences could be material. For further information on all of our significant accounting policies, see Note 1 of the Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. Revenue Recognition The majority of our revenue is generated from monthly service revenues and related professional services from the sale of our services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. 71 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan We determine revenue recognition through the following steps: • • • • • Identification of the contract, or contracts, with a customer; Identification of the performance obligations in the contract; Determination of the transaction price; Allocation of the transaction price to the performance obligations in the contract; and Recognition of revenue when, or as, we satisfy a performance obligation. Total revenue of $249.8 million recognized during the year ended December 31, 2018, under Topic 606, was not materially different from what would have been recognized under Topic 605. Hosted Services — Business Revenue Hosted Services Business revenue is reported at the amount that reflects the ultimate consideration expected to be received and primarily consist of fees that provide customers access to LiveEngage, our enterprise-class, cloud-based platform. We have determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. We recognize this revenue over time on a ratable basis over the contract term, beginning on the date that access to the LiveEngage platform is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by our performance. Subscription contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Additionally, for certain of our larger customers, we may provide call center labor through an arrangement with one or more of several qualified vendors. For most of these customers, we pass the fee we incur with the labor provider and its fee for the hosted services through to our customers in the form of a fixed fee for each order placed via our online engagement solutions. For these Pay for Performance (“PFP”) arrangements in accordance with ASC-606, “Principal Agent Considerations”, we act as a principal in a transaction if we control the specified goods or services before they are transferred to the customer. Professional Services Revenues Professional services revenue primarily consists of fees for deployment and optimization services, as well as training delivered on an on-demand basis which is deemed to represent a distinct stand-ready performance obligation. Professional Services Revenues are reported at the amount that reflects the ultimate consideration we expect to receive in exchange for such services. Control for the majority of our Professional Services contracts passes over time to the customer and is recognized ratably over the contracted period, as the passage of time is deemed to be the most faithful depiction of the transfer of control. For certain deployment services, which are not deemed to represent a distinct performance obligation, revenue will be recognized in the same manner as the fee for access to the LiveEngage platform, and as such will be recognized on a straight-line basis over the contract term. For services billed on a fixed price basis, revenue is recognized over time based on the proportion performed using inputs as the measure of progress toward complete satisfaction of the performance obligation. Professional service contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Contracts with Multiple Performance Obligations Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the cloud applications sold, and the number and types of users within our contracts. 72 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side D Cyan Hosted Services — Consumer Revenue For revenue from our Consumer segment generated from online transactions between Experts and Users, revenue is recognized at an amount net of Expert fees in accordance with ASC 606, “Principal Agent Considerations,” due primarily to the fact that the Expert is the primary obligor. Additionally, we perform as an agent without any risk of loss for collection, and we are not involved in selecting the Expert or establishing the Expert’s fee. We collect a fee from the consumer and retain a portion of the fee, and then remit the balance to the Expert. Revenue from these transactions is recognized at the point in time when the transaction is complete and no significant performance obligations remain. Stock-Based Compensation We follow ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. As of December 31, 2018, there was approximately $14.4 million of total unrecognized compensation cost related to nonvested stock options. That cost is expected to be recognized over a weighted average period of approximately 2.7 years. As of December 31, 2018, there was approximately $37.9 million of total unrecognized compensation cost related to nonvested restricted stock units. That cost is expected to be recognized over a weighted average period of approximately 2.8 years. Accounts Receivable We perform ongoing credit evaluations of our customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and have established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information that we believe to be reasonable, although they may change in the future. If there is a deterioration of a customer’s credit worthiness or actual write-offs are higher than our historical experience, our estimates of recoverability for these receivables could be adversely affected. Although our large number of customers limits our concentration of credit risk, if we experience a significant write-off from one of our large customers, it could have a material adverse impact on our consolidated financial statements. No single customer accounted for or exceeded 10% of our total revenue in 2018, 2017 or 2016. One customer exceeded 10% or our total accounts receivable in 2018. No single customer accounted for or exceeded 10% of our total accounts receivable in 2017. During 2018, we increased our allowance for doubtful accounts from $1.3 million to approximately $2.3 million. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles. Goodwill We record goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. We perform testing for impairment of goodwill in our third quarter, or as events occur or circumstances change that would more likely than not reduce the fair value of our reporting units below their carrying amounts. A qualitative assessment is first made to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. This initial qualitative assessment includes, among other things, consideration of: (i) our market capitalization, (ii) past, current and projected future earnings and equity; (iii) recent trends and market conditions; and (iv) valuation metrics involving similar companies that are publicly-traded and acquisitions of similar companies, if available. If this initial qualitative assessment indicates that it is more likely than not that impairment exists, a second analysis will be performed, involving a comparison between the estimated fair values of our reporting unit with our respective carrying amount including goodwill. If the carrying value exceeds estimated fair value, there is an 73 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 55 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side C Cyan impairment, and a third analysis is performed to measure the amount of indication of potential impairment. The third analysis involves calculating an implied fair value of goodwill by measuring the excess of the estimated fair value of the reporting unit over the aggregate estimated fair values of the individual assets less liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess. We evaluate for goodwill impairment annually at the end of the third quarter. At the end of the third quarter of 2018 and 2017 we determined that it was not more likely than not that the fair value of the reporting units was less than our carrying amount. Accordingly, we did not perform the two-step goodwill impairment test. Impairment of Long-Lived Assets In accordance with ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. During the year ended December 31, 2016, we determined certain long-lived assets related to the legacy platform and purchased intangibles of technology licenses to be impaired. The write-off of net book value of these assets, of approximately $0.2 million and $2.6 million, was included in restructuring costs and general and administrative expenses, respectively. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. We recorded a valuation allowance as we considered our cumulative loss in recent years as a significant piece of negative evidence. During the year ended December 31, 2018, there was a reduction in the valuation allowance of $6.9 million. Legal Contingencies We are subject to legal proceedings and litigation arising in the ordinary course of business. Periodically, we evaluate the status of each legal matter and assess our potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, we reassess the potential liability related to the legal proceeding or litigation, and may revise our estimates. Any revisions could have a material effect on our results of operations. See Note 13, Legal Matters, of the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K for additional information on our legal proceedings and litigation. Recently Issued Accounting Standards See Note 1 of the Notes to Consolidated Financial Statements for a full description of recently issued accounting standards. 74 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 55 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side B Cyan Recently Adopted Accounting Pronouncements See Note 1 of the Notes to Consolidated Financial Statements for a full description of recently adopted accounting pronouncements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Currency Rate Fluctuations As a result of the scope of our Israeli operations, there is currency rate fluctuation risk associated with the exchange rate movement of the U.S. dollar against the New Israeli Shekel (“NIS”). For the year ended December 31, 2018, the U.S dollar appreciated as compared to the NIS by an average of 1% as compared to December 31, 2017. For the year ended December 31, 2018, expenses generated by our Israeli operations totaled approximately $65.4 million. During 2018, we hedged our foreign currency risk exposure relating to the NIS. Based on our exposure to NIS exchange rate fluctuation against a dollar as of December 31, 2018, a 1% increase or decrease in the value of the NIS would increase or decrease our income before income taxes by approximately $0.7 million. We actively monitor the movement of the U.S. dollar against the NIS, Pound Sterling, Euro, AUS dollar and Japanese Yen and have considered the use of financial instruments, including but not limited to derivative financial instruments, which could mitigate such risk. If we determine that our risk of exposure materially exceeds the potential cost of derivative financial instruments, we may in the future enter in to these types of investments. The functional currency of our wholly-owned Israeli subsidiaries, LivePerson Ltd. (formerly HumanClick Ltd.) and Kasamba Ltd., is the U.S. dollar; the functional currency of our operations in the United Kingdom is the Pound Sterling; the functional currency of our operations in the Netherlands, Germany, France and Italy is the Euro; the functional currency of our operations in Australia is the Australian Dollar; and the functional currency of our operations in Japan is the Japanese Yen. Collection Risk Our accounts receivable are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. During 2018, we increased our allowance for doubtful accounts from $1.3 million to approximately $2.3 million. During 2017, we decreased our allowance for doubtful accounts by approximately $0.4 million to approximately $1.3 million. A large proportion of receivables are due from larger corporate customers that typically have longer payment cycles. We base our allowance for doubtful accounts on specifically identified credit risks of customers, historical trends and other information that we believe to be reasonable. We adjust our allowance for doubtful accounts when accounts previously reserved have been collected. Interest Rate Risk Our investments consist of cash and cash equivalents. Therefore, changes in the market’s interest rates do not affect in any material respect the value of the investments as recorded by us. Inflation Rate Risk We do not believe that inflation has had a material effect on our business, financial conditions or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. 75 ] 5 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 5 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 5 Side A Cyan Item 8. Consolidated Financial Statements and Supplementary Data INDEX Report of BDO USA, LLP, Independent Registered Public Accounting Firm . . . . . . . . . . . . . . Consolidated Balance Sheets as of December 31, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations for each of the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Loss for each of the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Stockholders’ Equity for each of the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for each of the years ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 77 78 79 80 81 82 83 76 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 5 ] 5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders LivePerson, Inc. New York, New York Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of LivePerson, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 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. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), 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”) and our report dated February 25, 2019 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits 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. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP We have served as the Company’s auditor since 2005. New York, New York February 25, 2019 77 4 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) December 31, 2018 2017 ASSETS CURRENT ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,449 $ 56,115 Cash held as collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,451 Accounts receivable, net of allowance for doubtful accounts of $2,276 and $1,318, in 2018 and 2017, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,023 22,613 37,926 7,352 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,085 102,844 Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,735 13,832 95,031 713 1,707 34,705 12,366 80,531 753 1,600 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 290,103 $ 232,799 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,174 50,662 55,015 113,851 222 4,205 1,096 119,374 $ 5,481 48,011 35,563 89,055 — 2,766 915 92,736 Commitments and contingencies (See Note 9) STOCKHOLDERS’ EQUITY: Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 362,590 (3) (187,491) (4,431) 60 305,676 (3) (163,135) (2,535) Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,729 140,063 Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 290,103 $ 232,799 See notes to consolidated financial statements. 78 4 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan LIVEPERSON, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Costs and expenses:(1)(2)(3) Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . Product development . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . . . Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . Loss before provision for income taxes . . . . . . . . . . . . . . . . . Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 2017 2016 $ 249,838 $ 218,876 $ 222,779 62,479 103,344 45,873 55,707 4,468 1,670 273,541 (23,703) (471) (24,174) 858 58,205 90,905 43,124 40,034 2,594 1,840 236,702 (17,826) 136 (17,690) 501 63,161 89,529 43,046 40,198 2,369 3,885 242,188 (19,409) (530) (19,939) 5,934 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (25,032) $ (18,191) $ (25,873) Net loss per share of common stock: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ (0.42) $ (0.32) $ (0.42) $ (0.32) $ (0.46) (0.46) Weighted-average shares used to compute net loss income per share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,203,400 56,358,017 56,063,777 Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,203,400 56,358,017 56,063,777 (1) Amounts include stock compensation expense, as follows: Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product development $ 996 5,374 4,921 3,550 $ 448 2,500 3,691 2,305 $ 429 2,515 3,304 3,488 (2) Amounts include depreciation expense, as follows: Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Product development $7,831 1,520 1,083 3,754 $7,150 1,625 1,226 2,357 $8,234 1,315 1,418 1,044 (3) Amounts include amortization of purchased intangibles, as follows: Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,143 $2,842 $2,788 See notes to consolidated financial statements. 79 4 44 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (IN THOUSANDS) Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(25,032) $(18,191) $(25,873) Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . (1,896) 3,625 (3,624) Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(26,928) $(14,566) $(29,497) Year Ended December 31, 2018 2017 2016 See notes to consolidated financial statements. 80 4 44 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan LIVEPERSON, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (IN THOUSANDS, EXCEPT SHARE DATA) Common Stock Treasury Stock Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total (821,756) $ (1) 286,856 $(119,071) $(2,536) $165,305 Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . 57,374,907 $ Common stock issued upon exercise of stock options . . . 324,502 Common stock issued upon vesting of restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . 393,504 Stock-based compensation . . . . . . . . . . . . . . . . . . . — Common stock issued under Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,534 57 — 1 — — — — 1,806 — — — — — 9,736 — — 1,092 Common stock repurchase . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . . . . . . . . — — — — (1,518,349) (1) (9,966) — — — — — — — — — — — — — (25,873) — — — — — — 1,806 1 9,736 1,092 (9,967) (25,873) — (3,624) (3,624) Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . 58,276,447 58 (2,340,105) (2) 289,524 (144,944) (6,160) 138,476 Common stock issued upon exercise of stock options . . . 853,885 Common stock issued upon vesting of restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . 363,429 Stock-based compensation . . . . . . . . . . . . . . . . . . . — Common stock issued under Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,208 1 1 — — — — 7,490 — — — — — 8,944 — — 1,459 Common stock repurchase . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income . . . . . . . . . . . . . . . . . — — — — (247,430) (1) (1,741) — — — — — — — — — — — — — (18,191) — — — — — — 7,491 1 8,944 1,459 (1,742) (18,191) — 3,625 3,625 Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . 59,663,969 60 (2,587,535) (3) 305,676 (163,135) (2,535) 140,063 Common stock issued upon exercise of stock options . . . 3,120,404 Common stock issued upon vesting of restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . 361,539 Stock-based compensation . . . . . . . . . . . . . . . . . . . — Common stock issued under Employee Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,989 Common stock repurchase . . . . . . . . . . . . . . . . . . . ASC 606 prior period adjustment (see note 1) . . . . . . . . — — Issuance of common stock in connection with acquisitions (see note 7) . . . . . . . . . . . . . . . . . . . 379,328 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3 1 — — 32,788 — — — — — — — — (93,750) — — — — — — — — — — — — 14,841 2,480 (1,345) — 8,150 32,791 — — — — 676 — — (25,032) Other comprehensive income . . . . . . . . . . . . . . . . . (1,896) (1,896) — — — — — — — 1 14,841 2,480 (1,345) 676 8,150 (25,032) Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . 63,676,229 $ 64 (2,681,285) $ (3) $362,590 $(187,491) $(4,431) $170,729 See notes to consolidated financial statements. 81 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan 4 44 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] LIVEPERSON, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS, EXCEPT SHARE DATA) Year Ended December 31, 2017 2016 2018 4 44 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 OPERATING ACTIVITIES: Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of tenant allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts, net . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating assets and liabilities, net of acquisitions: Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . $(25,032) $(18,191) $(25,873) 14,841 14,188 — (326) 2,813 1,788 (309) (9,662) (14,628) (107) 2,199 (205) 19,005 214 4,779 8,944 12,358 — (166) 4,682 1,895 (2,397) (7,998) (1,867) (38) (2,743) 7,838 8,418 (445) 10,290 9,736 12,011 2,600 (180) 6,673 1,831 1,852 (3,265) 3,845 196 185 2,982 13,283 (1,316) 24,560 INVESTING ACTIVITIES: Purchases of property and equipment, including capitalized software . . . . . Payments for acquisitions and intangible assets, net of cash acquired . . . . . Cash held as collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . (21,938) (7,286) 1,451 (27,773) (17,390) (441) 2,511 (15,320) (12,344) (555) 1,447 (11,452) FINANCING ACTIVITIES: Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of common stock in connection with the exercise of options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CHANGE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . CASH AND CASH EQUIVALENTS – Beginning of the year . . . . . . . . . . . CASH AND CASH EQUIVALENTS – End of the year . . . . . . . . . . . . . . . (1,345) (1,742) (9,967) 35,271 33,926 8,951 7,209 2,899 (7,068) (598) 10,334 56,115 $ 66,449 3,047 5,226 50,889 $ 56,115 (3,954) 2,086 48,803 $ 50,889 SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION: Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,144 $ 1,551 $ 424 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Purchase of property and equipment recorded in accounts payable . . . . . . Leasehold improvements funded by landlord . . . . . . . . . . . . . . . . . . . . . Issuance of 85,861 shares of common stock in connection with the BotCentral transaction on January 24, 2018 . . . . . . . . . . . . . . . . . . . . Issuance of 115,385 shares of common stock in connection with the $ 190 $ 1,551 $ 1,000 Conversable transaction on September 27, 2018 . . . . . . . . . . . . . . . . . $ 2,850 Issuance of 178,082 shares of common stock in connection with the AdvantageTec transaction on October 11, 2018 . . . . . . . . . . . . . . . . . . $ 4,300 Fair value of contingent earn-out in connection with the acquisition of Conversable recorded in accrued expenses . . . . . . . . . . . . . . . . . . . . . $ 1,496 Fair value of contingent earn-out in connection with the acquisition of AdvantageTec recorded in accrued expenses . . . . . . . . . . . . . . . . . . . . $ 876 $ $ $ $ $ $ $ 936 $ 2,497 — $ 1,440 — $ — $ — $ — $ — $ — — — — — See notes to consolidated financial statements. 82 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies LivePerson, Inc. (the “Company” or “LivePerson”) was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City with U.S. offices in Alpharetta (Georgia), Austin (Texas), San Francisco (California) and Seattle (Washington), and international offices in Amsterdam (Netherlands), Berlin (Germany), London (United Kingdom), Mannheim (Germany), Melbourne (Australia), Milan (Italy), Paris (France), Ra’anana (Israel), Reading (United Kingdom), Tel Aviv (Israel), and Tokyo (Japan). LivePerson makes life easier by transforming how people communicate with brands. During the past decade, the consumer has made the mobile device the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. The Company’s technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, WhatsApp, Apple Business Chat, Google Rich Business Messenger and Alexa. These messaging conversations harness human agents, bots and Artificial Intelligence (AI) to power convenient, personalized and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and even marketing and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see products in the store, schedule appointments, apply for credit, approve repairs, make purchases or payments — all without ever leaving the messaging channel. LivePerson calls these AI and human-assisted conversational experiences over messaging Conversational Commerce. LiveEngage, the Company’s enterprise-class, cloud-based platform, was designed for Conversational Commerce, enabling businesses to securely deploy messaging, coupled with bots and AI, at scale for brands with tens of millions of customers and many thousands of customer care agents. LiveEngage powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, short message service (SMS), social media and third-party consumer messaging platforms. Brands can also use LiveEngage to message consumers when they dial a 1-800 number instead of having them navigate interactive voice response systems (IVRs) and wait on hold. The robust, cloud-based suite of rich mobile messaging and real-time chat offerings features intelligent routing and capacity mapping, queue prioritization, customer sentiment, real-time analytics and reporting, content delivery, Payment Card Industry (PCI) compliance, cobrowsing and a sophisticated proactive targeting engine. With LiveEngage, agents can manage all conversations with consumers through a single console interface, regardless of which disparate messaging endpoints the consumers originate from: i.e., WhatsApp, Line, Apple Business Chat, IVR, or Google Home. An extensible application programming interface (API) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than three dozen APIs are available on LiveEngage. LiveEngage also features Maven, a robust AI engine that was custom designed for Conversational Commerce. Maven, announced in December 2018, puts the power of bot development, training and management into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what the Company calls “the tango” of humans, AI and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Through Maven Assist, agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating LiveEngage with Maven, as well as third-party bots, the platform provides businesses with a comprehensive view of all AI-based and human-based conversations from a single console. Complementing LiveEngage are teams of technical, solutions and consulting professionals that have developed deep domain expertise in Conversational Commerce across industries and messaging endpoints. 83 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan 4 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) The Company is positioned as an authority in Conversational Commerce, publishing a proprietary Conversational Quotient™ Index that measures each customer across multiple key indicators to ascertain their level of conversational maturity. Each business is then benchmarked against industry peers to determine their relative progression. The Company has developed a Transformation Model that is introduced to existing and prospective customers to help guide them on their journeys from legacy and oftentimes inefficient legacy voice, email and chat solutions to modern conversational ones powered by messaging and AI. LivePerson’s products, coupled with our domain knowledge, industry expertise and professional services, have been proven to maximize the effectiveness of Conversational Commerce and deliver measurable return on investment. As a “cloud computing” or software-as-a-service (SaaS) provider, LivePerson provides solutions on a hosted basis. This model offers significant benefits over premise-based software, including lower up-front costs, faster implementation, lower total cost of ownership, scalability, cost predictability, and simplified upgrades. Organizations that adopt a fully-hosted, multi-tenant architecture that is maintained by LivePerson eliminate the majority of the time, server infrastructure costs, and IT resources required to implement, maintain, and support traditional on-premise software. Our consumer services offering is an online marketplace that connects independent service providers (Experts) who provide information and knowledge for a fee via mobile and online messaging with individual consumers (Users). Users seek assistance and advice in various categories including personal counseling and coaching, computers and programming, education and tutoring, spirituality and religion, and other topics. Principles of Consolidation The consolidated financial statements reflect the operations of LivePerson and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassification For comparability, certain 2016 and 2017 amounts have been reclassified where appropriate, to conform to the financial presentation in 2018. Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, accounts receivable, the valuation of goodwill and intangible assets, income taxes and legal contingencies. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable which approximate fair value at December 31, 2018 because of the short-term nature of these instruments. The Company invests its cash and cash equivalents with financial institutions that it believes are of high quality, and the Company performs periodic evaluations of these instruments and the relative credit standings of the institutions with which it invests. At certain times, the Company’s cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. The Company believes it mitigates its risk by depositing its cash balances with high credit, quality financial institutions. 84 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) The Company performs ongoing credit evaluations of its customers’ financial condition (except for customers who purchase the LivePerson services by credit card via Internet download) and has established an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. Concentration of credit risk is limited due to the Company’s large number of customers. No single customer accounted for or exceeded 10% of revenue in 2018, 2017 or 2016. One customer exceeded 10% of the Company’s total accounts receivable in 2018 with a balance of approximately approximately $10.0 million. No single customer accounted for or exceeded 10% of the Company’s total accounts receivable in 2017. Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial its foreign subsidiaries are reported in the applicable foreign currencies (functional statements of currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other Income, net in the accompanying consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents, which primarily consist of money market funds, are recorded at cost, which approximates fair value. Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The activity in the allowance for doubtful accounts is as follows (amounts in thousands): Year Ended December 31, Additions Charged to Costs and Expenses Beginning Balance Deductions/ Write-Offs Ending Balance 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,184 $1,831 $(1,283) $1,732 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,732 $1,895 $(2,309) $1,318 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,318 $1,814 $ (856) $2,276 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally three to five years for equipment and software. Leasehold improvements are depreciated using the straight-line 85 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) method over the shorter of the lease term or the estimated useful life of the asset. Depreciation expense, which includes depreciation of internal use software totaled $14.2 million, $12.4 million, and $12.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. Internal-Use Software Development Costs In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40, “Internal-Use Software”, the Company capitalizes its costs to develop its internal use software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are included in property and equipment in the Company’s consolidated balance sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. The Company capitalized internal-use software costs of $11.7 million, $8.3 million, and $3.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Goodwill and Intangible Assets The Company records goodwill when the consideration paid in a business combination exceeds the fair value of the net tangible assets and the identified intangible assets acquired. Goodwill is not amortized, but instead is required to be tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may exceed its fair value. The Company performs testing for impairment of goodwill in its third quarter, or as events occur or circumstances change that would more likely than not reduce the fair value of the Company’s reporting units below their carrying amounts. A qualitative assessment is first made to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. This initial qualitative assessment includes, among other things, consideration of: (i) market capitalization of the Company, (ii) past, current and projected future earnings and equity; (iii) recent trends and market conditions; and (iv) valuation metrics involving similar companies that are publicly-traded and acquisitions of similar companies, if available. If this initial qualitative assessment indicates that it is more likely than not that impairment exists, a second analysis will be performed, involving a comparison between the estimated fair values of the Company’s reporting unit with its respective carrying amount including goodwill. If the carrying value exceeds estimated fair value, there is an indication of potential impairment, and a third analysis is performed to measure the amount of impairment. The third analysis involves calculating an implied fair value of goodwill by measuring the excess of the estimated fair value of the reporting unit over the aggregate estimated fair values of the individual assets less liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment charge is recorded for the excess. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to in accordance with ASC 360-10-35, their estimated residual values, and reviewed for impairment “Accounting for Impairment or Disposal of Long-Lived Assets.” The Company evaluates for goodwill impairment annually at September 30th and at the end of the third quarter of 2018, 2017, and 2016, the Company determined that it was not more-likely that the fair value of the reporting units is less than their carrying amount. Accordingly, the Company did not perform the two-step goodwill impairment test on both the Company’s Business and Consumer segments. The Company assessed qualitative facts while summarizing the totality of events and circumstances and considered the extent to which adverse events or circumstances could affect the reporting unit’s fair value as well as the consideration of positive and mitigating events and circumstances that would affect the determination of whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount. 86 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) Business Combinations Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information, see Note 7 of the Notes to the Consolidated Financial Statements included herein. For the years ended December 31, 2018, $0.6 million of acquisition related costs were charged to operations. For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions. Impairment of Long-Lived Assets In accordance with ASC 360-10, “Accounting for the Impairment or Disposal of Long-lived Assets,” long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Revenue Recognition The majority of the Company’s revenue is generated from monthly service revenues and related professional services from the sale of the LivePerson services. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • • • • • Identification of the contract, or contracts, with a customer; Identification of the performance obligations in the contract; Determination of the transaction price; Allocation of the transaction price to the performance obligations in the contract; and Recognition of revenue when, or as, the Company satisfies a performance obligation. Total revenue of $249.8 million recognized during the year ended December 31, 2018, under Topic 606, was not materially different from what would have been recognized under Topic 605. 87 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 44 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) The Company has made the following accounting policy election and elected to use a practical expedient specific to certain revenue streams, as permitted by the FASB, in applying Topic 606. The Company utilizes the right-to-invoice practical expedient with regard to the recognition of revenue upon the invoicing of certain revenue streams, as revenue for those streams are billed monthly Hosted Services — Business Revenue Hosted Services Business revenue is reported at the amount that reflects the ultimate consideration expected to be received and primarily consist of fees that provide customers access to LiveEngage, the Company’s enterprise-class, cloud-based platform. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company recognizes this revenue over time on a ratable basis over the contract term, beginning on the date that access to the LiveEngage platform is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company’s performance. Subscription contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Additionally, for certain of the Company’s larger customers, the Company may provide call center labor through an arrangement with one or more of several qualified vendors. For most of these customers, the Company passes the fee it incurs with the labor provider and its fee for the hosted services through to its customers in the form of a fixed fee for each order placed via the Company’s online engagement solutions. For these Pay for Performance (“PFP”) arrangements in accordance with ASC-606, “Principal Agent Considerations”, the Company acts as a principal in a transaction if it controls the specified goods or services before they are transferred to the customer. Professional Services Revenues Professional services revenue primarily consists of fees for deployment and optimization services, as well as training delivered on an on-demand basis which is deemed to represent a distinct stand-ready performance obligation. Professional Services Revenues are reported at the amount that reflects the ultimate consideration the Company expects to receive in exchange for such services. Control for the majority of the Company’s Professional Services contracts passes over time to the customer and is recognized ratably over the contracted period, as the passage of time is deemed to be the most faithful depiction of the transfer of control. For certain deployment services, which are not deemed to represent a distinct performance obligation, revenue will be recognized in the same manner as the fee for access to the LiveEngage platform, and as such will be recognized on a straight-line basis over the contract term. For services billed on a fixed price basis, revenue is recognized over time based on the proportion performed using inputs as the measure of progress toward complete satisfaction of the performance obligation. Professional service contracts are generally one year or longer in length, billed, monthly, quarterly or annually in advance. There is no significant variable consideration related to these arrangements. Contracts with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts, the cloud applications sold, and the number and types of users within its contracts. Hosted Services — Consumer Revenue For revenue from the Company’s Consumer segment generated from online transactions between Experts and Users, revenue is recognized at an amount net of Expert fees in accordance with ASC 606, 88 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 44 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side D Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) “Principal Agent Considerations,” due primarily to the fact that the Expert is the primary obligor. Additionally, the Company performs as an agent without any risk of loss for collection, and is not involved in selecting the Expert or establishing the Expert’s fee. The Company collects a fee from the consumer and retains a portion of the fee, and then remits the balance to the Expert. Revenue from these transactions is recognized at the point in time when the transaction is complete and no significant performance obligations remain. Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance. The increase in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by cash payments received or due in advance of satisfying its performance obligations, partially offset by $32.7 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2017. The following table presents deferred revenue by revenue source (amounts in thousands): December 31, 2018 2017 Hosted services – Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services – Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $52,232 2,783 $27,011 8,552 Total deferred revenue – short term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $55,015 $35,563 Hosted services – Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services – Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred revenue – long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 19 203 222 $ — — $ — Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue source (amounts in thousands): Revenue: December 31, 2018 2017 2016 Hosted services – Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hosted services – Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $197,474 19,553 32,811 $178,686 17,450 22,740 $183,551 16,258 22,970 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $249,838 $218,876 $222,779 89 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 44 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side C Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) Revenue by Geographic Location The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company’s revenues attributable to domestic and foreign operations for the years ended (amounts in thousands): United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Americas(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EMEA(2)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APAC(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) Canada, Latin America and South America (2) Europe, the Middle East and Africa (“EMEA”) (3) Asia-Pacific (“APAC”) December 31, 2018 2017 2016 $146,702 7,315 $137,433 6,987 $146,733 6,818 154,017 71,318 24,503 144,420 56,310 18,146 153,551 50,511 18,717 $249,838 $218,876 $222,779 (4) Includes revenue from the United Kingdom of $46.5 million, $38.9 million, and $35.3 million for the year ended December 31, 2018, 2017, and 2016, respectively. and from the Netherlands of $8.7 million, $2.0 million, and $2.1 million for the year ended December 31, 2018, 2017, and 2016, respectively. Information about Contract Balances Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company’s deferred revenue balance is related to Hosted Services-Business Revenue. In some arrangements, the Company allows customers to pay for access to LiveEngage over the term of the software license. The Company refers to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the consolidated balance sheet. The opening and closing balances of the Company’s accounts receivable, unbilled receivables, and deferred revenues are as follows (amounts in thousands): Accounts Receivable Unbilled Receivable Prepaid Commissions Deferred Revenue (current) Deferred Revenue (long term) Opening Balance as of December 31, 2017 . . . . . $30,342 $ 7,584 $ 2,223 $35,563 Increase (decrease), net . . . . . . . . . . . . . . . . . 3,869 4,228 11,138 19,452 Ending Balance as of December 31, 2018 . . . . . . $34,211 $11,812 $13,361 $55,015 $ — 222 $222 As of December 31, 2018, the Company expects to recognize the long term performance obligations in 2020. Advertising Costs The Company expenses the cost of advertising and promoting its services as incurred in the sales and marketing expense on the consolidated statement of operations. Such costs totaled approximately $17.4 million, $15.8 million, and $10.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. 90 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 44 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side B Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) Stock-based Compensation In accordance with ASC Topic 718-10, “Stock Compensation”, the Company measures stock based awards at fair value and recognizes compensation expense for all share-based payment awards made to its employees and directors, including employee stock options. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of its common stock price and the number of options that will be forfeited prior to vesting. The fair value is then recognized on a straight line basis over the requisite service period of the award, which is generally three to four years. Changes in these estimates and assumptions can materially affect the determination of the fair value of the stock-based compensation and consequently, the related amount recognized in the consolidated statement of operations. Deferred Rent The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized for financial reporting purposes and the actual payments made in accordance with the lease agreement is recognized as deferred rent liability included in other liabilities on the Company’s consolidated balance sheets. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that the tax change occurs. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. We include interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized Comprehensive Loss In accordance with ASC 220, “Comprehensive Income”, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) consists of net income (loss), and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). The Company’s comprehensive loss for all periods presented is related to the effect of foreign currency translation. Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15 “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract; Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements” (“ASU 2018-15”). This standard aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the 91 ] 4 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 4 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 4 Side A Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) accounting for implementation costs incurred to develop or obtain internal-use software under Accounting Standards Codification (“ASC”) 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently in the process of evaluating the impact of the adoption of ASU 2018-230 on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 “Compensation — Stock Compensation (Topic 718) — Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). This new standard expands the scope of Topic 718, Compensation — Stock Compensation (which currently to include share-based payments only includes issued to to employees) share-based payments non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. ASU 2018-07 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company is currently evaluating the impact of this updated standard, but does not believe this update will have a significant impact on its consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05 “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). This new standard adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017, the date on which the Tax Cuts and Jobs Act was signed into law. ASU 2018-05 is effective upon inclusion in the FASB Codification. The Company evaluated the impact of this updated standard and determined that the tax on unremitted earnings is zero due to the overall accumulated deficit in earnings and profits. In February 2018, the FASB issued ASU No. 2018-02 “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). This new standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments in ASU 2018-02 affects any entity that is required to apply the provisions of Topic 220 and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. ASU 2018-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, for public companies. Early adoption is permitted in any interim period or fiscal years before the effective date of the standard. The Company does not expect the adoption of ASU 2018-02 to have a material effect on its financial position, results of operations or cash flows. In August 2017, the FASB issued ASU No. 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). This new standard refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes, for investors and analysts. ASU 2017-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, for public companies. Early adoption is permitted in any interim period or fiscal years before the effective date of the standard. The Company does not expect the adoption of ASU 2017-12 to have a material effect on its financial position, results of operations or cash flows. In January 2017, FASB issued ASU No. 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). This update addresses concerns over the cost and complexity of the two-step goodwill impairment test. The amendments in this update remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill 92 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 4 ] 4 LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 is effective for financial statements issued for annual periods beginning after December 15, 2019, and interim periods within those annual periods. The Company does not expect the adoption of ASU 2017-04 to have a material effect on its financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) may apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company plans on adopting the standard using the modified transition approach or the transition option available where the Company would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018. The Company continues to implement changes to its systems, processes and controls, in conjunction with its review of existing lease agreements. The Company expects its leases designated as operating leases in Note 9, “Contractual Obligations,” will be reported on the consolidated balance sheets upon adoption, which will materially increase its total assets and liabilities. The adoption of this ASU will result in the recognition of operating lease assets and liabilities of approximately $10.0 million. The Company does not expect the adoption of ASU 2016-02 to have a material impact to its consolidated statements of operations or to have any impact on its total cash flows from operating, investing or financing activities. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Topic 606 also includes Subtopic 340-40, “Other Assets and Deferred Costs — Contracts with Customers”, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, the Company refers to Topic 606 and Subtopic 340-40 as the “new standard.” The Company adopted the requirements of the new standard as of January 1, 2018, utilizing the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for the reporting periods beginning after January 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported in accordance with its historic accounting under Topic 605. The impact of adopting the new standard as of January 1, 2018 on revenues was not material. The primary impact of adopting the new standard relates to the deferral of incremental commission costs of obtaining subscription contracts. The Company recorded an addition to opening retained earnings of 93 3 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies – (continued) $0.7 million as of January 1, 2018 due to the impact of adopting the new standard, with the impact related to the deferral of incremental commission costs. Under Topic 605, the Company deferred only direct and incremental commission costs to obtain a contract and amortized those costs on a straight-line basis over the term of the related subscription contract, which was generally one year. Under the new standard, the Company defers all incremental commission costs to obtain the contract. The prepaid commission balance as of December 31, 2018 is $13.4 million. The Company amortizes these costs over the related period of benefit using the customer expected life that the Company determined to be three to five years which is consistent with the transfer to the customer of the services to which the asset relates. 2. Net Loss per Share The Company calculates earnings per share (“EPS”) in accordance with the provisions of ASC 260-10 and the guidance of SEC Staff Accounting Bulletin (“SAB”) No. 98. Under ASC 260-10, basic EPS excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. All options, warrants or other potentially dilutive instruments issued for nominal consideration are required to be included in the calculation of basic and diluted net income attributable to common stockholders. Diluted EPS is calculated using the treasury stock method and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock. Diluted net loss per common share for the year ended December 31, 2018 does not include the effect of options to purchase 8,957,672 shares of common stock awards as the effect of their inclusion is anti-dilutive. Diluted net income per common share for the year ended December 31, 2017 does not include the effect of options to purchase 8,831,798 shares of common stock awards as the effect of their inclusion is anti-dilutive. Diluted net income per common share for the year ended December 31, 2016 does not include the effect of options to purchase 8,956,932 shares of common stock awards as the effect of their inclusion is anti-dilutive. A reconciliation of shares used in calculating basic and diluted earnings per share follows: Year Ended December 31, 2018 2017 2016 Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of assumed exercised options . . . . . . . . . . . . . . . . . . . . . . 59,203,400 — 56,358,017 — 56,063,777 — Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,203,400 56,358,017 56,063,777 3. Segment Information The Company accounts for its segment information in accordance with the provisions of ASC 280-10, “Segment Reporting.” ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. The Company is organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage LiveEngage’s sophisticated intelligence engine to connect with consumers through an integrated suite of mobile and online business messaging technologies. The Consumer segment facilitates online transactions between independent service providers (“Experts”) and individual consumers (“Users”) seeking information and knowledge for a fee via mobile and online messaging. Both segments currently generate their revenue primarily in the United States. The chief operating decision maker, who is the chief executive officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income of 94 3 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Segment Information – (continued) each segment. The reporting segments follow the same accounting polices used in the preparation of the Company’s consolidated financial statements which are described in the summary of significant accounting policies. The Company allocates cost of revenue, sales and marketing and amortization of purchased intangibles to the segments, but it does not allocate product development expenses, general and administrative expenses, restructuring costs and income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales. Summarized financial information by segment for the year ended December 31, 2018, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands): Business Consumer Corporate Consolidated Revenue: Hosted services – Business . . . . . . . . . . . . . . . . . . . . . Hosted services – Consumer . . . . . . . . . . . . . . . . . . . . Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . $197,474 $ — $ — 19,553 — 32,811 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230,285 19,553 — $197,474 19,553 — 32,811 — — 249,838 Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . . Unallocated corporate expenses . . . . . . . . . . . . . . . . . . . 58,420 94,339 1,670 — 4,059 9,005 — — — 62,479 — 103,344 1,670 — 106,048 106,048 Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . $ 75,856 $ 6,489 $(106,048) $ (23,703) Summarized financial information by segment for the year ended December 31, 2017, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands): Business Consumer Corporate Consolidated Revenue: Hosted services – Business . . . . . . . . . . . . . . . . . . . . . . Hosted services – Consumer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services $178,686 $ — $ — 17,450 — 22,740 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201,426 17,450 — $178,686 17,450 — 22,740 — — 218,876 Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . . . Unallocated corporate expenses . . . . . . . . . . . . . . . . . . . . 54,600 82,420 1,840 — 3,605 8,485 — — — — — 85,752 58,205 90,905 1,840 85,752 Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62,566 $ 5,360 $(85,752) $ (17,826) 95 3 33 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. Segment Information – (continued) Summarized financial information by segment for the year ended December 31, 2016, based on the Company’s internal financial reporting system utilized by the Company’s chief operating decision maker, follows (amounts in thousands): Business Consumer Corporate Consolidated Revenue: Hosted services – Business . . . . . . . . . . . . . . . . . . . . . . $183,551 $ — $ — $183,551 Hosted services – Consumer . . . . . . . . . . . . . . . . . . . . . — 16,258 Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 22,970 — — — 16,258 22,970 Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,521 16,258 — 222,779 Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of purchased intangibles . . . . . . . . . . . . . . . Unallocated corporate expenses . . . . . . . . . . . . . . . . . . . . 60,352 82,063 3,885 — 2,809 7,466 — — — — — 85,613 63,161 89,529 3,885 85,613 Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 60,221 $ 5,983 $(85,613) $ (19,409) Geographic Information The Company is domiciled in the United States and has international operations in the United Kingdom, Asia-Pacific, Latin America and Western Europe, particularly France and Germany. The following table presents the Company’s long-lived assets by geographic region for the periods presented (amounts in thousands): United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Israel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $122,019 13,598 8,970 7,426 3,130 $ 93,845 13,940 9,496 7,495 2,711 Total long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $155,143 $127,487 December 31, 2018 2017 (1) United Kingdom, Germany, Japan, France, and Italy 96 3 33 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. Property and Equipment The following table presents the detail of property and equipment for the periods presented (amounts in thousands): December 31, 2018 2017 Computer equipment and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 79,161 $ 92,079 Furniture, equipment and building improvements . . . . . . . . . . . . . . . . . . . . . . . Internal-use software development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,132 19,240 15,355 8,736 112,533 116,170 Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68,798) (81,465) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43,735 $ 34,705 In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. As of December 31, 2018, there was approximately $7.8 million of internal-use software development costs related to projects currently still in development, therefore, are not yet subject to amortization. Aggregate depreciation expense for property and equipment was $14.2 million, $12.4 million and $12.0 million for the years ended December 31, 2018, 2017, and 2016, respectively. 5. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the year ended December 31, 2018 are as follows (amounts in thousands): Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $72,507 $8,024 $80,531 Business Consumer Total Adjustments to goodwill: Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,606 (106) — 14,606 (106) — Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $87,007 $8,024 $95,031 The changes in the carrying amount of goodwill for the year ended December 31, 2017 are as follows (amounts in thousands): Balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $72,221 $8,024 $80,245 Business Consumer Total Adjustments to goodwill: Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286 — 286 Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $72,507 $8,024 $80,531 The total accumulated goodwill impairment charges are $23.5 million through December 31, 2018. No impairment was recognized for the years ended December 31, 2018, 2017, and 2016. 97 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan 3 33 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 33 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Goodwill and Intangible Assets – (continued) Intangible Assets Intangible assets are summarized as follows (see Note 8) (amounts in thousands): Amortizing intangible assets: Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer relationships . . . . . . . . . . . . . . . . . . . . . . Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-compete agreements . . . . . . . . . . . . . . . . . . . . Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Amortizing intangible assets: Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade names Non-compete agreements . . . . . . . . . . . . . . . . . . . . Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total December 31, 2018 Accumulated Amortization Net Carrying Amount $(23,615) (11,786) (1,286) (1,436) (534) (235) $(38,892) $ 6,832 5,433 — — 1,540 27 $13,832 December 31, 2017 Accumulated Amortization Net Carrying Amount $(22,197) (10,457) (1,283) (1,439) (493) (235) $(36,104) $ 5,685 5,521 6 — 1,127 27 $12,366 Gross Carrying Amount $30,447 17,219 1,286 1,436 2,074 262 $52,724 Gross Carrying Amount $27,882 15,978 1,289 1,439 1,620 262 $48,470 Weighted Average Amortization Period 5.3 years 8.4 years 2.1 years 2.3 years 12.4 years 2.7 years Weighted Average Amortization Period 5.3 years 8.0 years 2.1 years 2.3 years 13.1 years 2.7 years Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets was $2.8 million, $4.7 million and $6.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. For the years ended December 31, 2018, 2017 and 2016, a portion of this amortization is included in cost of revenue. Estimated amortization expense for the next five years are as follows (amounts in thousands): 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Estimated Amortization Expense $ 2,901 2,708 2,498 2,143 902 2,680 $13,832 98 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Accrued Liabilities and Other Current Liabilities The following table presents the detail of accrued liabilities and other current liabilities for the periods presented (amounts in thousands): Payroll and other employee related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services, consulting and other vendor fees . . . . . . . . . . . . . . . . . . . . . . . Unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contingent earn-out (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total December 31, 2018 $19,014 17,461 1,913 6,239 2,372 977 2,686 $50,662 2017 $16,431 15,674 4,924 5,259 — 2,338 3,385 $48,011 7. Acquisitions AdvantageTec Inc. In October 2018, the Company entered into a stock purchase agreement to acquire the outstanding equity interest of AdvantageTec, Inc. (“AdvantageTec”), a leading provider of texting solutions for service departments of automotive dealerships that helps enable Conversational Commerce across the entire dealership, including both front end/variable operations (new and used vehicle sales) and back end/fixed operations (parts and services). The purchase agreement was for total consideration of approximately $11.2 million, which includes approximately $6.0 million in cash, approximately $4.3 million in shares of common stock, and approximately $0.9 million of potential earn-out consideration in cash and shares of common stock. The earn-out is contingent upon achieving certain targeted financial, strategic and integration objectives and milestones and is included as part of the purchase price. The purchase price allocation resulted in approximately $9.1 million of goodwill and approximately $2.2 million of intangible assets. The goodwill will not be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. A deferred tax liability for the identified intangibles has been recorded. There was approximately $0.6 million of acquisition costs, which is included in general and administrative expenses in the Company’s consolidated statements of operations and deferred tax liability of $0.5 million. The net book value of acquired assets and liabilities resulted in a net liability $0.1 million. AdvtangeTec, Inc. enhances the Company’s messaging platform available for the automotive industry and will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018. Conversable, Inc. In September 2018, the Company acquired the employees and technology assets of Conversable, Inc. a SaaS based Artificial Intelligence powered conversational platform, headquartered in Austin, Texas, for an aggregated estimated purchase price of $5.7 million. The estimated purchase price consisted of $1.3 million in cash, approximately $2.9 million in shares of common stock of the Company, and a potential earn-out consideration of $1.5 million in cash, which is based on achieving certain targeted financial, strategic, and integration objectives. This transaction was accounted for under the purchase method of accounting and was based upon the estimated fair value of Conversable, Inc.’s net tangible and identifiable intangible assets as of the date of acquisition. The purchase price allocation resulted in approximately $5.5 million of goodwill and approximately $0.5 million of intangible assets. The goodwill will be deductible for tax purposes. The intangible assets are being amortized over their expected period of benefit. The allocation of the purchase price to net book 99 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan 3 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Acquisitions – (continued) value of acquired assets and liabilities resulted in a net liability $0.3 million, which includes accounts receivable, property and equipment, accrued expenses, and deferred revenue. Conversable Inc.’s capabilities will accelerate the ongoing expansion of the Company’s Conversational Commerce solutions and enhance the Company’s ability to deliver proactive and personalized content and services when and where the customer needs it, helping consumers find immediate service through messaging. Conversable, Inc will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018. BotCentral, Inc. In January 2018, the Company acquired the employees and technology assets of BotCentral, Inc., a Silicon Valley based startup, for an approximate purchase price of $1.0 million in common stock of the Company. The Company incurred an additional $0.2 million related to acquisition costs. This transaction was accounted for as an asset purchase. The aggregate amount of approximately $1.2 million is included in intangibles on the Company’s consolidated balance sheet. With the team’s expertise and knowledge of the LiveEngage platform, the team is bringing valuable insight for the Company’s customers and partners, and enabling the company to more rapidly optimize its bot deployment capabilities, and grow the ecosystem. BotCentral, Inc will be included in the Company’s business segment. The results of this acquisition were not significant to the results of operations for the year ended December 31, 2018. 8. Fair Value Measurements The Company measures its cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • • • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. 100 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Fair Value Measurements – (continued) Financial Assets and Liabilities The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of December 31, 2018 and December 31, 2017, are summarized as follows (amounts in thousands). The Company did not have any restricted cash balance as of December 31, 2018. The Company’s restricted cash balance of $1.5 million at December 31, 2017 is not held in a money market account and is not included in the following table. December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds . . . . . . . . Foreign currency derivative $2,828 $— $ — $2,828 $2,806 $— $— $2,806 contracts . . . . . . . . . . . . . . . — — — — — Total assets . . . . . . . . . . . . . . . $2,828 $— $ — $2,828 $2,806 65 $65 — 65 $— $2,871 Liabilities: Contingent earn-out . . . . . . . . . Foreign currency derivative $ — $— $2,372 $2,372 $ — $— $— $ — contracts . . . . . . . . . . . . . . . — — — — — 2 — Total liabilities . . . . . . . . . . . . . $ — $— $2,372 $2,372 $ — $ 2 $— $ 2 2 In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The Company’s money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy. The Company’s contingent earn-out liability and foreign currency derivative contracts are measured at fair value on a recurring basis and are classified as level 3 and level 2, respectively, within the fair value hierarchy. On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. The Company uses an income approach and inputs that constitute level 3. During the third quarter of each year, the Company evaluates goodwill for impairment at the reporting unit level. The Company uses qualitative factors in accordance with ASU No. 2011-08 to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This measurement is classified based on level 3 input. During the year ended December 31, 2017, the final payment of $0.2 million was made in connection with contingent earnout recorded as a result of the acquisition of Synchronite based on the fulfillment of a complete product integration and a minimum number of “Co-Browse” interactions per month. During the year ended December 31, 2018, the contingent earnouts totaling $2.4 million were added as a result of the acquisitions of Conversable, Inc and AdvantageTec, Inc. The earn-outs are contingent upon achieving certain targeted financial, strategic and integration objectives and milestones relating. 101 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Fair Value Measurements – (continued) The changes in fair value of the Level 3 liabilities are as follows (amounts in thousands): Contingent Earn-Out December 31, Balance, Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — Conversable, Inc. addition (see Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,496 AdvantageTec, Inc. addition (see Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 876 — Balance, End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,372 2018 2017 $ 210 — — (210) $ — Derivative Financial Instruments The Company is exposed to foreign exchange risks that are managed in part by using derivative financial instruments. The Company enters into foreign currency forward contracts related to risks associated with foreign operations. The Company does not use derivatives for trading purposes and at December 31, 2018 has no derivatives that are designated as fair value hedges. Derivatives are recorded at their estimated fair values based upon Level 2 inputs. Derivatives designated and effective as cash flow hedges are reported as a component of other comprehensive income and reclassified to earnings in the same periods in which the hedged transactions impact earnings. Gains and losses related to derivatives not meeting the requirements of hedge accounting and the portion of derivatives related to hedge ineffectiveness are recognized in current earnings. As of December 31, 2018, the Company is not party to any foreign currency forward contracts and does not have any restricted cash balance. At December 31, 2017, in accordance with the foreign currency forward contracts, the Company was required to pledge cash as collateral security to be maintained at an Israeli bank. The collateral security would remain in control of the bank, to be available in order to satisfy outstanding obligations under the foreign currency forward contracts. Accordingly, the Company had cash at an Israeli bank of approximately $1.5 million at December 31, 2017, which was recorded as cash held as collateral in current assets. The following summarizes certain information regarding the Company’s outstanding foreign currency derivative contracts related primarily to intercompany receivables and payables for the periods presented (in thousands): Notional amount of foreign currency derivative contracts . . . . . . . . . . . . . Fair value of foreign currency derivatives contracts . . . . . . . . . . . . . . . . . December 31, 2018 December 31, 2017 $— — $2,866 63 102 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Fair Value Measurements – (continued) The fair value of the Company’s derivative instruments is summarized below (in thousands): Fair Value of Derivative Instruments Balance Sheet Location December 31, 2018 December 31, 2017 Derivative Assets Derivatives not designated as hedging instruments: Foreign currency derivatives contracts . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets $— $65 Derivative Liabilities Derivatives not designated as hedging instruments: Foreign currency derivatives contracts . . . . . . . . . . . . . . . . . . Accrued expenses and other liabilities $— $ 2 The following summarizes certain information regarding the Company’s derivatives that are not designated or are not effective as hedges (in thousands): Foreign currency derivatives contracts . . . Other (Expense) Income, net $(50) $236 Gain (losses) on Derivative Instruments Recognized in Income Statement Income Statement Location December 31, 2018 December 31, 2017 9. Commitments and Contingencies Contractual Obligations The Company leases facilities and certain equipment under agreements accounted for as operating leases. These leases generally require the Company to pay all executory costs such as maintenance and insurance. Rental expense for operating leases for the years ended December 31, 2018, 2017, and 2016 was approximately $10.9 million, $9.9 million and $10.0 million, respectively. Future minimum lease payments under non-cancellable operating leases (with an initial or remaining lease terms in excess of one year) are as follows (amounts in thousands): Year Ending December 31, Operating Leases 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,488 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,139 5,477 2,649 883 61 Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $23,697 Our other noncurrent liabilities in the consolidated balance sheet include unrecognized tax benefits. As of December 31, 2018, we had gross unrecognized tax benefits of $1.9 million. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the above contractual obligation table. 103 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 33 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. Commitments and Contingencies – (continued) Employee Benefit Plans The Company has a 401(k) defined contribution plan covering all eligible employees. The Company provides for employer matching contributions equal to 50% of employee contributions, up to the lesser of 5% of eligible compensation or $6,000. Matching contributions are deposited into the employees 401(k) account and are subject to 5 year graded vesting. Total Company matching contributions were $1.6 million, $1.4 million, and $1.3 million for the years ended for the year ended December 31, 2018, 2017 and 2016, respectively. Indemnifications The Company enters into service and license agreements in its ordinary course of business. Pursuant to some of these agreements, the Company agrees to indemnify certain customers from and against certain types of claims and losses suffered or incurred by them as a result of using the Company’s products. The Company also has agreements whereby its executive officers and directors are indemnified for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a directors and officers insurance policy that reduces its exposure and enables the Company to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Currently, the Company has no liabilities recorded for these agreements as of December 31, 2018. Letters of Credit As of December 31, 2018, the Company has a $1.8 million letter of credit outstanding substantially in favor of a certain landlord for office space. In addition, the Company has a letter of credit totaling $0.1 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. There were no draws against these letters of credit during the year ended December 31, 2018. 10. Stockholders’ Equity Common Stock At December 31, 2018, there were 100,000,000 shares of common stock authorized, and 63,676,229 shares issued and outstanding. As of December 31, 2017, there were 100,000,000 shares of common stock authorized, and 59,663,969 shares issued and outstanding. The par value for common shares is $0.001. Preferred Stock As of December 31, 2018 and 2017, there were 5,000,000 shares of preferred stock authorized, and zero shares issued and outstanding. The par value for preferred shares is $0.001. Stock Repurchase Program From 2012 through 2018, the Company had a stock repurchase program in place pursuant to which the Company was authorized to repurchase shares of its common stock, in the open market or privately negotiated transactions, at times and prices considered appropriate by the Board of Directors depending upon prevailing market conditions and other corporate considerations. The timing and actual number of shares repurchased depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements and other market conditions. The program was discontinued at the end of 2018. The Company may or may not enter into a new stock repurchase program in the future. 104 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 33 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side D Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Stockholders’ Equity – (continued) Stock-Based Compensation The Company follows FASB ASC 718-10, “Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The per share weighted average fair value of stock options granted during the years ended December 31, 2018, 2017 and 2016 was $6.60, $4.25, and $3.10, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2018, 2017 and 2016: December 31, 2018 2017 2016 Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . Expected life (in years) . . . . . . . . . . . . . . . . . . . . . . Historical volatility . . . . . . . . . . . . . . . . . . . . . . . . . —% 2.5% – 3.1% 5.0 —% 1.7% – 2.1% 5.0 43.5% – 48.4% 46.6% – 48.1% 46.8% – 48.2% —% 1.0% – 1.8% 5.0 A description of the methods used in the significant assumptions used to estimate the fair value of stock-based-based compensation awards follows: Dividend yield — The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term. Risk-free interest rate — The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years. Expected life — The Company uses historical data to estimate the expected life of a stock option. Historical volatility — The Company uses a trailing five year from grant date to determine volatility. Stock Option Plans During 1998, the Company established the Stock Option and Restricted Stock Purchase Plan (the “1998 Plan”). Under the 1998 Plan, the Board of Directors could issue incentive stock options or nonqualified stock options to purchase up to 5,850,000 shares of common stock. The 2000 Stock Incentive Plan (the “2000 Plan”) succeeded the 1998 Plan. Under the 2000 Plan, the options which had been outstanding under the 1998 Plan were incorporated in the 2000 Plan increasing the number of shares available for issuance under the plan by approximately 4,150,000, thereby reserving for issuance 10,000,000 shares of common stock in the aggregate. The Company established the 2009 Stock Incentive Plan (as amended and restated, the “2009 Plan”) as a successor to the 2000 Plan. Under the 2009 Plan, the options which had been outstanding under the 2000 Plan were incorporated into the 2009 Plan and the Company increased the number of shares available for issuance under the plan by 6,000,000. The Company amended the 2009 Stock Incentive Plan (the “Amended 2009 Plan”) effective June 7, 2012. The Amended 2009 Plan increased the number of shares authorized for issuance under the plan by an additional 4,250,000. 105 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 33 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side C Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Stockholders’ Equity – (continued) On June 2, 2017, the Company’s Board of Directors amended and restated the Amended 2009 Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 4,000,000, thereby reserving for issuance 23,817,744 shares of common stock in the aggregate. Options to acquire common stock granted thereunder have 10-year terms. As of December 31, 2018, approximately 2.7 million shares of common stock were remaining authorized for issuance under the 2009 Plan (taking into account all option exercises through December 31, 2018). Employee Stock Purchase Plan In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan with 1,000,000 shares of common stock initially reserved for issuance. Subject to stockholder approval, which was obtained on June 2, 2017, the Company’s Board of Directors amended and restated the 2010 Employee Stock Purchase Plan effective April 30, 2017. The amended and restated plan increased the number of shares authorized for issuance under the plan by an additional 1,000,000, thereby reserving for issuance 2,000,000 shares of common stock in the aggregate. As of December 31, 2018, approximately 0.9 million shares of common stock were reserved for issuance under the Employee Stock Purchase Plan (taking into account all share purchases through December 31, 2018). Inducement Plan During January 2018, the Company established the Inducement Plan (the “2018 Plan”). Under the 2018 Plan, the Board of Directors can issue incentive stock options or nonqualified stock options or other equity-based awards in respect of up to 1,500,000 shares of common stock. On April 25, 2018, the Company’s Board of Directors amended and restated the 2018 Plan (the “Amended 2018 Plan”). The Amended 2018 Plan increased the number of shares authorized for issuance under the plan by an additional 500,000 shares, thereby reserving for issuance 2,000,000 shares of common stock in the aggregate. As of December 31, 2018, approximately 0.1 million shares of common stock were reserved for issuance under the Amended 2018 Plan (taking into account all option grants and other equity award settlements through December 31, 2018). 106 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 33 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side B Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Stockholders’ Equity – (continued) Stock Option Activity A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Options (in thousands) Balance outstanding at December 31, 2015 . . . . . . . . 9,144 Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 635 (325) Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . (1,685) Balance outstanding at December 31, 2016 . . . . . . . . Options vested and expected to vest . . . . . . . . . . . . . Options exercisable at December 31, 2016 . . . . . . . . . Balance outstanding at December 31, 2016 . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . Balance outstanding at December 31, 2017 . . . . . . . . Options vested and expected to vest . . . . . . . . . . . . . Options exercisable at December 31, 2017 . . . . . . . . . Balance outstanding at December 31, 2017 . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . Balance outstanding at December 31, 2018 . . . . . . . . Options vested and expected to vest . . . . . . . . . . . . . Options exercisable at December 31, 2018 . . . . . . . . . 7,769 7,348 5,580 7,769 2,042 (854) (998) 7,959 7,163 5,163 7,959 2,033 (3,120) (606) 6,266 5,550 3,278 Weighted Average Exercise Price $11.05 7.32 5.66 11.49 $10.88 $11.00 $11.31 $10.88 9.87 8.80 11.98 $10.71 $10.75 $11.17 $10.71 15.00 10.70 10.03 $12.13 $11.89 $11.12 Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) 6.05 5.90 5.27 5.85 5.49 4.50 6.55 6.28 4.64 $ 2,641 $ 2,529 $ 2,347 $14,881 $13,197 $ 8,648 $43,348 $39,521 $25,367 The total fair value of stock options exercised during the years ended December 31, 2018 and 2017 was approximately $16.1 million and $3.7 million, respectively. As of December 31, 2018, there was approximately $14.4 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.7 years. 107 ] 3 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 3 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 3 Side A Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Stockholders’ Equity – (continued) The following table summarizes information about outstanding and vested stock options as of December 31, 2018: Options Outstanding Options Exercisable Number of Shares Outstanding (in thousands) 1,081 635 640 660 39 930 684 678 770 149 6,266 Weighted- Average Remaining Contractual Life (Years) 6.37 5.90 5.33 6.77 2.31 9.13 3.42 7.22 6.85 9.56 6.55 Weighted- Average Exercise Price $ 7.03 9.20 10.09 11.26 12.29 12.45 13.31 14.73 18.30 22.91 $12.13 Number of Shares (in thousands) 570 488 636 388 39 — 684 146 327 — 3,278 Weighted- Average Exercise Price $ 6.70 9.18 10.09 11.00 12.29 — 13.31 14.97 17.45 — $11.12 Range of Exercise Prices $1.79 – $7.60 . . . . . . . . . . . . . . . . . . . . . . . $7.95 – $9.55 . . . . . . . . . . . . . . . . . . . . . . . $9.90 – $10.13 . . . . . . . . . . . . . . . . . . . . . . $10.31 – $11.96 . . . . . . . . . . . . . . . . . . . . . $12.09 – $12.32 . . . . . . . . . . . . . . . . . . . . . $12.45 – $12.45 . . . . . . . . . . . . . . . . . . . . . $12.46 – $13.59 . . . . . . . . . . . . . . . . . . . . . $14.30 – $15.96 . . . . . . . . . . . . . . . . . . . . . $16.05 – $21.75 . . . . . . . . . . . . . . . . . . . . . $22.04 – $23.50 . . . . . . . . . . . . . . . . . . . . . Restricted Stock Unit Activity A summary of the Company’s restricted stock units (“RSUs”) activity and weighted average exercise prices follows: Balance outstanding at December 31, 2015 . . . . . . . . Awarded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Released . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-vested and outstanding at December 31, 2016 Balance outstanding at December 31, 2016 . . . . . . . . Awarded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Released . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-vested and outstanding at December 31, 2017 Balance outstanding at December 31, 2017 . . . . . . . . Awarded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Released . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-vested and outstanding at December 31, 2018 . . Expected to vest . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted Stock Unit Activity Number of Shares (in thousands) 1,202 571 (394) (191) 1,188 Weighted Average Grant Date Fair Value (Per Share) $10.31 6.32 10.31 10.01 $ 8.44 Aggregate Fair Value (in thousands) $ 6,220 — — — $ 8,968 1,188 332 (363) (284) 873 873 2,568 (361) (390) 2,690 1,875 $ 8.44 8.16 8.48 8.46 $ 8.29 $ 8.29 17.02 9.49 9.49 $15.81 $14.83 $ 8,968 — — — $10,053 $10,053 — — — $50,756 $35,357 108 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 3 ] 3 LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Stockholders’ Equity – (continued) RSUs granted to employees generally vest over a three to four-year period, or upon achievement of certain performance conditions. As of December 31, 2018, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested RSUs was approximately $37.9 million and the weighted-average remaining vesting period was 2.8 years. 11. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company includes interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. The Company recorded a valuation allowance against its U.S. and Australia deferred tax asset as it considered its cumulative loss in recent years as a significant piece of negative evidence. Since valuation allowances are evaluated on a jurisdiction by jurisdiction basis, we believe that the deferred tax assets related to LivePerson UK, Kasamba Israel, LivePerson Japan and LivePerson LTD Israel are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and onetime items. During the year ended December 31, 2018, there was an increase in the valuation recorded of $6.9 million. Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s use of its federal net operating loss (“NOL”) carryforwards may be limited if the Company experiences an ownership change, as defined in Section 382 of the Code. Such an annual limitation could result in the expiration of the NOL carryforwards before utilization. Corresponding provisions of state law may limit the Company’s ability to utilize NOL carryforwards for state tax purposes. As of December 31, 2018, the Company had approximately $73.0 million of federal NOL carryforwards available to offset future taxable income. Included in this amount is $5.1 million of federal NOL carryovers from the Company’s acquisition these federal NOL carryforwards were generated in of Proficient. Approximately $32.8 million of taxable years ending on or before December 31, 2017 and will expire in various years through 2027. Federal NOL carryforwards generated in taxable years ending after December 31, 2017, do not expire, but generally may only offset up to 80% of federal taxable income earned in a taxable year. 109 2 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Income Taxes – (continued) The domestic and foreign components of (loss) before provision for income taxes consist of the following (amounts in thousands): Year Ended December 31, 2018 2017 2016 United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(38,078) $(25,585) $(40,774) Israel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,163 3,690 3,235 686 2,900 230 3,458 2,087 1,568 15,622 2,345 3,104 (1,979) (2,774) 2,424 337 2,085 453 $(24,174) $(17,690) $(19,939) (1) Includes Japan, Italy, Singapore, Canada, and France No additional provision has been made for U.S. income taxes on the undistributed earnings of its Israeli subsidiary, LivePerson Ltd. (formerly HumanClick Ltd.), as such earnings have been taxed in the U.S. and accumulated earnings of the Company’s other foreign subsidiaries are immaterial through December 31, 2018. The provision for income taxes consists of the following (amounts in thousands): Year Ended December 31, 2018 2017 2016 Current income taxes: U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and local Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(1,932) 67 3,032 Total current income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,167 $ — 47 2,852 2,899 Deferred income taxes: U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and local Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . (295) (28) 14 (309) (1,289) (1,144) 35 (2,398) Total provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . $ 858 $ 501 $1,829 27 2,226 4,082 841 99 912 1,852 $5,934 110 2 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Income Taxes – (continued) The difference between the total income taxes computed at the federal statutory rate and the provision for income taxes consists of the following: Year Ended December 31, 2018 Federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.00% State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . Non-deductible expenses – ISO . . . . . . . . . . . . . . . . . . . . . . . . . Global intangible low tax income inclusion . . . . . . . . . . . . . . . . . Non-deductible expenses – Other . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Return to provision true-up adjustment . . . . . . . . . . . . . . . . . . . . Effect of new tax legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.30% 4.73% (7.99)% (2.58)% (1.34)% (28.91)% 6.10% —% —% 2.09% 2017 34.00% 4.09% 2016 34.00% 3.24% (0.78)% (1.85)% —% (1.19)% (1.97)% 26.12% —% —% (56.84)% (6.26)% —% (0.88)% 0.89% (53.55)% —% (9.22)% —% (2.42)% Total provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . (3.60)% (2.83)% (29.79)% The effects of temporary differences and federal NOL carryforwards that give rise to significant portions of federal deferred tax assets and deferred tax liabilities at December 31, 2018 and 2017 are presented below (amounts in thousands): Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,083 4,024 9,597 5,691 315 Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,710 $ 8,093 4,429 9,510 5,513 232 27,777 Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,185) (23,260) Deferred tax assets, net of valuation allowance . . . . . . . . . . . . . . . . . . . . . 7,525 4,517 Deferred tax liabilities: Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill amortization and contingent earn-out adjustments . . . . . . . . . . . . Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,736) (4,172) (7,908) (2,010) (2,669) (4,679) Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (383) $ (162) We have income tax NOL carryforwards related to federal and Australian income tax carryforwards of $74.2 million and $5.3 million respectively. The Australian NOLs can be carried forward indefinitely. $39.2 million of the federal NOL can be carried forward indefinitely. $6.0 million will expire between 2023 and 2026, and $28.9 million will expire between 2036 and 2037. 111 2 22 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Income Taxes – (continued) ASC Topic 740-10 clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with other provisions contained within this guidance. This topic prescribes a recognition threshold and a measurement attribute for recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate audit settlement. The Company had unrecognized tax benefits of $1.9 million and $4.9 million as of December 31, 2018 and 2017, respectively. Accrued interest and penalties included in the Company’s liability related to unrecognized tax benefits were immaterial at December 31, 2018 and 2017. the financial statement We believe that it is reasonably possible that approximately $0.5 million of current other remaining unrecognized tax benefits, each of which are individually insignificant, may be recognized by the end of 2019 as a result of a lapse of the statute of limitations. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Unrecognized tax benefits balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . Gross increase for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . Gross increase for tax positions of current years . . . . . . . . . . . . . . . . . . . . . . . . Decrease due to expiration of statue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease due to settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $ 4,924 — 405 (445) (2,963) Gross unrecognized tax benefits at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,921 2017 $4,240 — 684 — — $4,924 Year Ended December 31, The tax years subject to examination by major tax jurisdictions include the years 2014 and forward for U.S states and New York City, the years 2015 and forward for U.S. Federal, and the years 2014 and forward for certain foreign jurisdictions. The decrease of $3.0 million was related to the settlement of an audit with the Israeli Tax Authority for the years 2013, 2014 and 2015 Tax Reform The Tax Cuts and Jobs Act makes broad and complex changes to the U.S. federal tax laws that affect fiscal 2017, including, but not limited to requiring a one-time repatriation tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years (the “Repatriation Tax”). The Tax Cuts and Jobs Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate income tax rate from a maximum of 34% to a flat rate of 21%, a general elimination of U.S. federal income taxes on certain dividends from foreign subsidiaries and a new provision designed to tax global intangible low-taxed income (“GILTI”). The legislation reduced the U.S. corporate tax rate from the current rate of 35% to 21% for tax years beginning after December 31, 2017. Under the Tax Cuts and Jobs Act, the Company’s $32.8 million in federal NOL carryforwards generated as of December 31, 2017 will continue to be carried forward for 20 years following their incurrence and are expected to be available to fully offset taxable income earned in future tax years. Federal net operating losses generated after 2017 will be carried forward indefinitely, but generally may only offset up to 80% of taxable income earned in a tax year. In the quarter ending December 31, 2017, the Company revalued its deferred tax assets and liabilities due to these changes, including (a) revaluing the Company’s federal net deferred tax assets before valuation allowance using the 21% tax rate, resulting in a decreased federal deferred tax provision of $10.1 million; (b) revaluing the 112 2 22 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Income Taxes – (continued) Company’s federal valuation allowance using the 21% tax rate, including the impact of tax planning strategies, resulting in a federal deferred tax benefit to continuing operations of $12.6 million; (c) recognizing a federal deferred tax benefit of $2.0 million for 80% of indefinite lived deferred tax liabilities, which are anticipated to be available as a source of taxable income upon reversal of deferred tax assets that would also have indefinite lives; and (d) recognizing a $1.2 million state deferred tax provision unaffected by the changes in the Tax Cuts and Jobs Act. The new legislation requires the Company to pay federal income tax on the unremitted earnings of its foreign subsidiaries though December 31, 2017. Pursuant to SAB 118, the Company estimated the tax on unremitted earnings is zero due to an overall accumulated deficit in earnings and profits. As of the fourth quarter of 2018, the Company has finalized the preparation and analysis of the required information and has not changed from the estimate. The Tax Cuts and Jobs Act creates a new requirement that certain income earned by a foreign subsidiary must be included in the federal taxable income of the U.S. shareholder. This income (called Global Intangible Low-Taxed Income, or GILTI) is defined as the excess of a foreign subsidiaries income over a nominal return on fixed assets. The Company expects to be subject to this inclusion in future years. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either accounting for the effects of the GILTI inclusion as a current period expense, when incurred, or factoring such amounts into the Company’s measurement of its deferred taxes. The Company has elected to treat the effects of this provision as a period cost, and therefore, has not considered the impacts of GILTI on its deferred tax liabilities at December 31, 2018. The Company’s consolidated financial statements do not provide for any related tax liability on amounts that may be repatriated from foreign operations as the Company intends for these earnings to be indefinitely reinvested in operations outside the U.S. Accordingly, no deferred taxes have been provided for the basis difference in the foreign subsidiaries. 12. Legal Matters The Company previously filed an intellectual property suit against [24]7 Customer, Inc. in the Southern District of New York on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology to develop competing products and misused the Company’s business information. On June 22, 2015, [24]7 Customer, Inc. filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 Customer Inc. filed a second patent infringement suit against the Company, also in the Northern District of California. On March 16, 2017, the New York case was voluntarily transferred and consolidated with the two California cases in the Northern District of California for all pre-trial purposes. Recent rulings by both the Court and the United States Patent Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. Trial for the Company’s intellectual property and other claims asserted against [24]7 in the original litigation is not scheduled to allow for mediation. The Company believes the claims filed by [24]7 are entirely without merit and intends to defend them vigorously. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably 113 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan 2 22 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 22 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Legal Matters – (continued) estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues and other matters arising in the ordinary course of business. Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the Company currently believes that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of business, the Company is also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. 13. Restructuring Costs The Company’s restructuring costs relate to wind-down and severance costs associated with re-prioritizing and reallocating resources to focus on areas showing high growth potential, as well as the termination of a large customer contract. In 2018, we undertook a restructuring related primarily to a reorganization in order to promote continued globalization of our technology operations, drive improvements in quality assurance of existing products and creation of new add-on features to LiveEngage. The expense associated with this restructuring was approximately $4.5 million, $2.6 million, and $2.4 million during the years ended December 31, 2018, 2017, and 2016, respectively, and is classified in the consolidated statements of operations as restructuring costs. The restructuring liability was approximately $1.0 million and $2.3 million as of December 31, 2018 and 2017, respectively, and is classified as accrued expenses and other current liabilities on the consolidated balance sheets. The Company expects to incur additional restructuring costs of approximately $0.3 million through December 31, 2019. The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented (amounts in thousands): Balance, Beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and other associated costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wind down costs of legacy platform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,338 4,468 (5,829) — Balance, End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 977 $ 2,551 648 (2,807) 1,946 $ 2,338 December 31, 2018 December 31, 2017 114 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT LIVEPERSON, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Restructuring Costs – (continued) The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented (amounts in thousands): Contract termination benefit . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and other associated costs . . . . . . . . . . . . . . . . . . . . . Wind down costs of legacy platform . . . . . . . . . . . . . . . . . . . . . $ — 4,468 — Total restructuring costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,468 $ — 648 1,946 $2,594 $ (384) 1,585 1,168 $2,369 December 31, 2018 December 31, 2017 December 31, 2016 115 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan 2 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not Applicable. Item 9A. Controls and Procedures Management’s Annual Report on Internal Control Over Financial Reporting Our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that as of December 31, 2018, our internal control over financial reporting was effective based on those criteria. The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by BDO USA, LLP, an independent registered public accounting firm. Their attestation is included herein. Limitations of the Effectiveness of Internal Control A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, have been detected. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2018 identified in connection with the evaluation thereof by our management, including the Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures Our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) promulgated under the Exchange Act, as of December 31, 2018. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2018 to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. 116 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan DTP SB Hcho 8.25 x 10.75 (35) .25 HT DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders LivePerson, Inc. New York, New York Opinion on Internal Control over Financial Reporting We have audited LivePerson, Inc.’s (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 (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and our report dated February 25, 2019 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of 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/ BDO USA, LLP New York, New York February 25, 2019 117 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 is incorporated by reference to the sections captioned “Matters to be Considered at Annual Meeting — Election of Directors,” “Executive Officers,” “Board Committees and Meetings — Audit Committee,” “Codes of Conduct and Corporate Governance Documents” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders. There have been no changes to the procedures by which stockholders may recommend nominees to our Board of Directors since our last disclosure of such procedures, which appeared in the definitive proxy statement for our 2018 Annual Meeting of Stockholders. We have adopted a Code of Ethics that applies to our Chief Executive Officer, who is our principal executive officer, and other senior financial officers. Our Code of Ethics is available at: www.liveperson.com under “Investor Relations/Corporate Governance.” The Company’s web site address provided above is not intended to function as a hyperlink, and the information on the Company’s web site is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference herein. The Company will post on this website any amendments to our Code of Ethics. Item 11. Executive Compensation The information required by this Item 11 is incorporated by reference to the sections captioned “Compensation Discussion and Analysis,” “Compensation Committee Report” (which information shall be deemed furnished in this Annual Report on Form 10-K), “Executive and Director Compensation” and “Compensation Committee Interlocks and Insider Participation” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated by reference to the sections captioned “Ownership of Securities,” “Potential Payments Upon Termination or Change-in-Control” and “Securities Authorized for Issuance Under Equity Compensation Plans” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference to the sections captioned “Certain Relationships and Related Transactions” and “Director Independence” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders. Item 14. Principal Accountant Fees and Services The information required by this Item 14 is incorporated by reference to the section captioned “Independent Registered Public Accounting Firm Fees and Pre-Approval Policies and Procedures” in the definitive proxy statement for our 2019 Annual Meeting of Stockholders. 118 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan PART IV Item 15. Exhibits and Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements. Incorporated by reference to the index of consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. 2. Financial Statements Schedules. None. 3. Exhibits. Incorporated by reference to the Exhibit Index immediately preceding the exhibits attached to this Annual Report on Form 10-K. Item 16. Form 10-K Summary None. 119 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 22 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2019. SIGNATURES LIVEPERSON, INC. By: /s/ Robert P. LoCascio Name: Robert P. LoCascio Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 25, 2019. Signature Title(s) /s/ Robert P. LoCascio Robert P. LoCascio Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) /s/ Christopher E. Greiner Christopher E. Greiner Chief Financial Officer (Principal Financial Officer) /s/ Daryl J. Carlough Daryl J. Carlough /s/ Peter Block Peter Block /s/ Kevin C. Lavan Kevin C. Lavan /s/ Jill Layfield Jill Layfield /s/ Fred Mossler Fred Mossler /s/ William G. Wesemann William G. Wesemann Senior Vice President, Global and Corporate Controller (Principal Accounting Officer) Director Director Director Director Director 120 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 22 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side D Cyan Number 2.1 2.2 3.1 3.2 4.1 4.2 10.1(a)* 10.1(b)* 10.2* 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* EXHIBIT INDEX Description Agreement and Plan of Merger, dated as of June 22, 2006, among LivePerson, Inc., Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat as Shareholders’ Representative (incorporated by reference to the identically numbered exhibit in the Current Report on Form 8-K filed on June 22, 2006) Agreement and Plan Merger, dated as of November 5, 2014, among LivePerson, Inc. Catalyst Lightning LLC, Contact At Once!, LLC and Fulcrum Growth Fund II QP, LLC (incorporated by reference to Exhibit 2.1 to the LivePerson’s Current Report on Form 8-K filed on November 12, 2014 (File No. 000-30141) Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to the identically-numbered exhibit to LivePerson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and filed March 30, 2001 (the “2000 Form 10-K”)) Second Amended and Restated Bylaws, as amended (incorporated by reference to the identically-numbered exhibit to the 2000 Form 10-K) Specimen common stock certificate (incorporated by reference to the identically-numbered exhibit to LivePerson’s Registration Statement on Form S-1, as amended (Registration No. 333-96689) (“Registration No. 333-96689”)) Second Amended and Restated Registration Rights Agreement, dated as of January 27, 2000, by and among LivePerson, the several persons and entities named on the signature pages thereto as Investors, and Robert LoCascio (incorporated by reference to the identically-numbered exhibit to Registration No. 333-96689) 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to LivePerson’s Registration Statement on Form S-8 filed on June 9, 2009) and Forms of Grant Agreements under the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to LivePerson’s Quarterly Report on Form 10-Q filed on May 6, 2011 (File No. 000-30141)) 2009 Stock Incentive Plan (amended and restated as of June 7, 2012) (incorporated by reference to Exhibit 99.1 to LivePerson’s Current Report on Form 8-K filed on June 8, 2012 (File No. 000-30141)) LivePerson, Inc. 2010 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the LivePerson’s Registration Statement on Form S-8 filed on August 19, 2010 (File No. 000-30141)) Employment Agreement between LivePerson and Robert P. LoCascio, dated as of January 1, 1999 (incorporated by reference to Exhibit 10.1 to Registration No. 333-96689) Agreement between LivePerson and Dan Murphy, dated as of March 27, 2011 (incorporated by reference to Exhibit 10.5 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012) Form of Indemnification Agreement entered into with Executive Officers and Directors of LivePerson (incorporated by reference to Exhibit 10.6 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012) Agreement between LivePerson and Monica L. Greenberg, dated as of October 25, 2006 (incorporated by reference to Exhibit 10.8 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed March 13, 2012) Incentive Plan (incorporated by reference to Exhibit 10.1 to LivePerson’s Current Report on Form 8-K filed on April 28, 2011) Employment Agreement between LivePerson and Eran Vanounou, dated as of February 22, 2014(incorporated by reference to Exhibit 10.2 to LivePerson’s Quarterly Report on Form 10-Q filed on May 9, 2014) 121 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 22 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side C Cyan Number 10.9* 10.10* 10.11* 10.12* 10.13* 10.14* 10.15* 10.16* 10.17* 10.18* 21.1 23.1 31.1 31.2 32.1** 32.2** Description Separation Agreement General Release between LivePerson and Daniel Murphy, dated as of November 9, 2017 (incorporated by reference to Exhibit 10.5 (B) to LivePerson’s Quarterly Report on Form 10-Q filed on November 9, 2017) Amendment to Separation Agreement General Release between LivePerson and Daniel Murphy, dated as of February 9, 2018 (incorporated by reference to Exhibit 10.11 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) (incorporated by reference to Form of Restricted Stock Unit Award Agreement Exhibit 10.12 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) Form of Restricted Stock Unit Award Agreement for Robert Locascio (incorporated by reference to Exhibit 10.13 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) Inducement Plan dated January 19, 2018 (incorporated by reference to Exhibit 10.14 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) Amended Employment Agreement between LivePerson and Robert LoCascio, dated as of December 27, 2017 (incorporated by reference to Exhibit 10.15 to LivePerson’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 15, 2018 (File No. 000-30141)) Agreement between LivePerson and Alex Spinelli, dated as of January 12, 2018 (incorporated by reference to Exhibit 10.1 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed May 8, 2018 (File No. 000-30141)) Agreement between LivePerson and Chris Greiner, dated as of February 19, 2018 ((incorporated by reference to Exhibit 10.2 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed May 8, 2018 (File No. 000-30141)) Long Term Incentive Plan dated July 31, 2018 (incorporated by reference to Exhibit 10.1 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 6, 2018 ((File No. 000-30141)) Separation Agreement General Release between LivePerson and Eran Vanounou, dated as of April 30, 2018 (incorporated by reference to Exhibit 10.2 to LivePerson’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 6, 2018 ((File No. 000-30141)) Subsidiaries Consent of BDO USA, LLP Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification by principal financial officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification by principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS† XBRL Instance Document 101.SCH† XBRL Taxonomy Extension Schema Document 101.CAL† XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF† XBRL Taxonomy Extension Definition Linkbase Document 122 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 22 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side B Cyan Number Description 101.LAB† XBRL Taxonomy Extension Label Linkbase Document 101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document * Management contract or compensatory plan or arrangement ** The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. † Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. 123 ] 2 g i S t r e s n I _ t x e T _ R A n o s r e p e v i l N A P P O T 3 6 2 9 5 1 2 DTP SB Hcho 8.25 x 10.75 (35) .25 HT 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Black ] 32 Page 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 2 Side A Cyan [This page intentionally left blank.] 1 5 9 2 6 3 T O P P A N l i v e p e r s o n A R _ T e x t _ I n s e r t S i g 2 ] 2 C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Magenta 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Cyan ] 4 Page In 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Yellow 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B Black 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B 5th 159263 TOPPAN live person AR_Text_Insert Signature 1 Side B 6th C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75% C+M K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% M+Y K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% C+Y K C M Y 5th 6th 25% 50% K C M Y S1 S2 75% BAL K C M Y 5th 6th 25% 50% K C M Y 5th 6th 75% 0 K C M Y 5th 6thh 25% 50% K C M Y 5th 6th 75% 0 K C M Y S1 S2 25% 50% K C M Y 5th 6th 75 Select LivePerson Customers Aramark, one of the world's largest hospitality companies, works with LivePerson to deliver innovative and exceptional customer experiences in the stadium, via the messaging channels consumers know and love. “The integration of Apple Business Chat with the ordering process is not only fan-friendly and easily accessible, it’s reflective of fans’ changing expectations and behaviors," said Kevin Kearney, District Manager, Aramark’s Sports & Entertainment division." Fifth Third Bank, one of the leading North American banks, partners with LivePerson to provide exceptional and engaging banking experiences for their customers across digital and messaging channels — making it easy for their consumers to bank and save time. "At Fifth Third we believe our customers should be able to bank with us when they want and how they want," says Doug Smith, who heads digital initiatives for Fifth Third’s Consumer Bank. “Today's consumers expect us to meet them where they are. LivePerson allows us to deliver banking services across messaging and digital channels while also providing the personalization and exceptional service our customers have come to expect from Fifth Third." KDDI, a leading Japanese telecommunications provider, uses LivePerson to transform customer connections by giving customers the ability to connect with KDDI through messaging—just as they would their friends and family. “Our focus is on providing an exceptional customer experience. We are thrilled to support Apple Business Chat through LivePerson's LiveEngage platform, which gives us a powerful and engaging connection with our customers," said Yasuhisa Yamada, Associate Executive Director of Product & Customer Service Sector of KDDI. "Apple Business Chat makes communicating with 'KDDI au' as easy as messaging a friend, so we expect it will quickly become everyone's preferred customer service channel.” T-Mobile’s Team of Experts use LivePerson’s LiveEngage platform to connect with customers on the messaging platforms that they prefer and use most. “The frustration of endless robotic phone menus and transfers from rep to rep can ruin a customer's experience – so we ended it. Now with T-Mobile Team of Experts, our customers can get assistance when and how they want to – including via messaging," said Nick Drake, executive vice president of marketing and digital experience at T-Mobile. "We were one of the first companies to launch asynchronous messaging in 2016, and we've continued to build out this capability across a variety of digital channels. Our customers love the convenience of messaging us like they do with their friends – it's the primary way most of us communicate every single day.” 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Magenta 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Cyan ] 4 Page Out 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Yellow 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A Black 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A 5th 159263 TOPPAN live person AR_Text_Insert Signature 1 Side A 6th DTP SB To Match Hant 8.25x10.75 (25 X38) .25 HT About LivePerson Board of Directors Executive Officers LivePerson, Inc. (NASDAQ: LPSN) makes life easier by transforming how people communicate with brands. LiveEngage, the Company’s enterprise-class, cloud-based platform was designed for Conversational Commerce, enabling businesses and consumers to connect through conversational interfaces, such as in-app and mobile messaging, while leveraging bots and Artificial Intelligence (AI) to increase efficiency. More than 18,000 businesses, including Adobe, EE, HSBC, IBM, L'Oreal, Orange, PNC, and The Home Depot use our Conversational Commerce solution to orchestrate humans and AI, at scale, and create a convenient and deeply personal relationship. LivePerson is headquartered in New York City, with U.S. offices in Alpharetta (GA), Austin (TX), Mountain View (CA), San Rafael (CA), Seattle (WA), and international offices in Amsterdam, Berlin, London, Mannheim, Melbourne, Milan, Paris, Ra'anana (Israel), Reading (UK), Sydney, Tel Aviv, and Tokyo. Total revenue (in millions) Annual revenue per user (in thousands) $58.2 $61.7 $64.2 $65.7 $240 $255 $270 $285 Robert P. LoCascio Chairman of the Board, Chief Executive Officer LivePerson, Inc. Peter Block Independent Consultant and Partner in Designed Learning Inc. Kevin C. Lavan CFO, Autoclear LLC Jill Layfield Co-founder & CEO, Tamara Mellon Brand Fred Mossler Independent Consultant William G. Wesemann Independent Consultant Robert P. LoCascio Chairman of the Board, Chief Executive Officer Christopher Greiner Executive Vice President, Chief Financial Officer Alexander Spinelli Executive Vice President, Global Chief Technology Officer Monica L. Greenberg Executive Vice President, Business Affairs and General Counsel Daryl J. Carlough Senior Vice President, Global and Corporate Controller Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2018 Q2 2018 Q3 2018 Q4 2018 ENTERPRISE ADOPTION OF MESSAGING 40% 20% 0 2016 2017 2018 *ARPU is for enterprise and midmarket customers 50% OF MESSAGING CONVERSATIONS USE AUTOMATION 200+ BRANDS POWERING CONVERSATIONAL COMMERCE ON LIVEENGAGE 1,100 EMPLOYEES GLOBALLY Safe Harbor Statement Statements in this report regarding LivePerson that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including but not limited to financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. It is routine for our internal projections and expectations to change as the quarter and year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change. Although these expectations may change, we are under no obligation to inform you if they do. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Readers are referred to the reports and documents filed by us from time to time with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K enclosed herein, for a discussion of risks and other important factors that could cause actual results to differ from those discussed in the projections or the forward-looking statements. Shareholders Information Corporate Headquarters LivePerson, Inc. 475 Tenth Avenue New York, NY 10018 Investor Relations Copies of our Annual Report on Form 10-K for the year ended December 31, 2018 are available free of charge, upon request to: Investor Relations LivePerson, Inc. 475 Tenth Avenue New York, NY 10018 Stock Listing Our common stock is listed on the Nasdaq Global Select Market and Tel Aviv Stock Exchange under the symbol “LPSN” Counsel Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Independent Registered Public Accounting Firm BDO USA, LLP 100 Park Avenue New York, NY 10017 Transfer Agent American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 Company Information on the Web Current information about LivePerson, press releases and investor information are available on our website at www.liveperson.com Annual Report 2018 O U R M I S S I O N I S T O M A K E L I F E E A S I E R B Y T R A N S F O R M I N G H O W P E O P L E C O M M U N I C A T E W I T H B R A N D S . LivePerson 475 10th Ave, 5th Floor, New York, NY 10018 ©2019 LivePerson, Inc. All rights reserved. B R I N G I N G M E S S A G I N G T O T H E M A I N S T R E A M 

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