SP Plus

SP+2016AR_Cover.pdf   1   3/17/17   9:20 PM

SP+2016AR_IFC.pdf   1   3/17/17   9:19 PM

April 3, 2017

Dear Fellow Stockholders:

(cid:918)(cid:3)(cid:68)(cid:80)(cid:3)(cid:83)(cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:36)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:53)(cid:72)(cid:83)(cid:82)(cid:85)(cid:87)(cid:15)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:68)(cid:76)(cid:81)(cid:86)(cid:3)(cid:79)(cid:68)(cid:86)(cid:87)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:519)(cid:86)(cid:3)(cid:71)(cid:72)(cid:87)(cid:68)(cid:76)(cid:79)(cid:72)(cid:71)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:17)(cid:3)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)
(cid:92)(cid:72)(cid:68)(cid:85)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:79)(cid:92)(cid:3)(cid:90)(cid:68)(cid:86)(cid:3)(cid:69)(cid:88)(cid:86)(cid:92)(cid:17)(cid:3)(cid:3)(cid:36)(cid:80)(cid:82)(cid:81)(cid:74)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:76)(cid:81)(cid:74)(cid:86)(cid:15)(cid:3)(cid:90)(cid:72)(cid:3)(cid:11)(cid:76)(cid:12)(cid:3)(cid:86)(cid:87)(cid:85)(cid:72)(cid:68)(cid:80)(cid:79)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:82)(cid:85)(cid:74)(cid:68)(cid:81)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:83)(cid:87)(cid:76)(cid:80)(cid:76)(cid:93)(cid:72)(cid:71)(cid:3)(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:86)(cid:86)(cid:72)(cid:86)(cid:3)
(cid:87)(cid:82)(cid:3)(cid:85)(cid:72)(cid:71)(cid:88)(cid:70)(cid:72)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:76)(cid:80)(cid:83)(cid:85)(cid:82)(cid:89)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:92)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:11)(cid:76)(cid:76)(cid:12)(cid:3)(cid:76)(cid:80)(cid:83)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:86)(cid:68)(cid:73)(cid:72)(cid:87)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:76)(cid:86)(cid:78)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:83)(cid:85)(cid:82)(cid:74)(cid:85)(cid:68)(cid:80)(cid:86)(cid:3)
(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:85)(cid:72)(cid:71)(cid:88)(cid:70)(cid:72)(cid:71)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:87)(cid:82)(cid:87)(cid:68)(cid:79)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:85)(cid:76)(cid:86)(cid:78)(cid:17)(cid:3)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:76)(cid:80)(cid:83)(cid:68)(cid:70)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:72)(cid:909)(cid:82)(cid:85)(cid:87)(cid:86)(cid:3)(cid:76)(cid:86)(cid:3)(cid:85)(cid:72)(cid:565)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)
(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:83)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:72)(cid:71)(cid:3)(cid:71)(cid:82)(cid:88)(cid:69)(cid:79)(cid:72)(cid:16)(cid:71)(cid:76)(cid:74)(cid:76)(cid:87)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:3)(cid:76)(cid:81)(cid:3)(cid:72)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:83)(cid:72)(cid:85)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:17)

(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:75)(cid:76)(cid:74)(cid:75)(cid:79)(cid:76)(cid:74)(cid:75)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:29)1 

(cid:527)(cid:3) (cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:42)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:51)(cid:85)(cid:82)(cid:564)(cid:87)(cid:3)(cid:74)(cid:85)(cid:72)(cid:90)(cid:3)(cid:69)(cid:92)(cid:3)(cid:21)(cid:17)(cid:22)(cid:8)
(cid:527)(cid:3) (cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:36)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:40)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:3)(cid:71)(cid:72)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:25)(cid:17)(cid:20)(cid:8)(cid:3)
(cid:527)(cid:3) (cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:51)(cid:72)(cid:85)(cid:3)(cid:54)(cid:75)(cid:68)(cid:85)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:22)(cid:25)(cid:17)(cid:20)(cid:8)(cid:3)
(cid:527)(cid:3) (cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:41)(cid:85)(cid:72)(cid:72)(cid:3)(cid:38)(cid:68)(cid:86)(cid:75)(cid:3)(cid:41)(cid:79)(cid:82)(cid:90)(cid:3)(cid:76)(cid:81)(cid:70)(cid:85)(cid:72)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:21)(cid:24)(cid:17)(cid:26)(cid:8)(cid:15)(cid:3)(cid:87)(cid:82)(cid:3)(cid:7)(cid:23)(cid:25)(cid:17)(cid:23)(cid:3)(cid:80)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)
(cid:527)(cid:3)
(cid:3)

(cid:41)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:73)(cid:82)(cid:88)(cid:85)(cid:87)(cid:75)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:3)(cid:85)(cid:82)(cid:90)(cid:15)(cid:3)(cid:90)(cid:72)(cid:3)(cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:80)(cid:82)(cid:85)(cid:72)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:85)(cid:72)(cid:70)(cid:72)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:15)(cid:3) 
(cid:82)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:74)(cid:68)(cid:76)(cid:81)(cid:3)(cid:86)(cid:72)(cid:87)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:85)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)

(cid:36)(cid:86)(cid:3)(cid:21)(cid:19)(cid:20)(cid:26)(cid:3)(cid:88)(cid:81)(cid:73)(cid:82)(cid:79)(cid:71)(cid:86)(cid:15)(cid:3)(cid:90)(cid:72)(cid:519)(cid:85)(cid:72)(cid:3)(cid:73)(cid:82)(cid:70)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:87)(cid:68)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:72)(cid:83)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:70)(cid:70)(cid:72)(cid:79)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:17)(cid:3)(cid:58)(cid:72)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:81)(cid:87)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:81)(cid:71)(cid:88)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)
(cid:68)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:76)(cid:70)(cid:3)(cid:68)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:564)(cid:72)(cid:71)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:76)(cid:81)(cid:71)(cid:88)(cid:86)(cid:87)(cid:85)(cid:92)(cid:3)(cid:89)(cid:72)(cid:85)(cid:87)(cid:76)(cid:70)(cid:68)(cid:79)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:69)(cid:72)(cid:86)(cid:87)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:3)(cid:83)(cid:82)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:90)(cid:72)(cid:519)(cid:85)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:86)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:85)(cid:72)(cid:68)(cid:79)(cid:76)(cid:74)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:82)(cid:85)(cid:74)(cid:68)(cid:81)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:82)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:72)(cid:909)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:79)(cid:92)(cid:3)(cid:87)(cid:68)(cid:78)(cid:72)(cid:3)(cid:68)(cid:71)(cid:89)(cid:68)(cid:81)(cid:87)(cid:68)(cid:74)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:82)(cid:86)(cid:72)(cid:3)(cid:82)(cid:83)(cid:83)(cid:82)(cid:85)(cid:87)(cid:88)(cid:81)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:17)(cid:3)(cid:58)(cid:72)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)
(cid:68)(cid:85)(cid:72)(cid:3) (cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3) (cid:76)(cid:81)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:72)(cid:81)(cid:75)(cid:68)(cid:81)(cid:70)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:82)(cid:73)(cid:3) (cid:82)(cid:88)(cid:85)(cid:3) (cid:85)(cid:72)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:3) (cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:70)(cid:68)(cid:83)(cid:68)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3) (cid:87)(cid:82)(cid:3) (cid:73)(cid:88)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3) (cid:71)(cid:85)(cid:76)(cid:89)(cid:72)(cid:3) (cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3) (cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:3)
(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:86)(cid:3)(cid:68)(cid:75)(cid:72)(cid:68)(cid:71)(cid:17)

(cid:918)(cid:3)(cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:89)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:86)(cid:15)(cid:3)(cid:70)(cid:82)(cid:88)(cid:83)(cid:79)(cid:72)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:86)(cid:87)(cid:68)(cid:69)(cid:79)(cid:76)(cid:86)(cid:75)(cid:72)(cid:71)(cid:3)(cid:87)(cid:85)(cid:68)(cid:70)(cid:78)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:85)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:86)(cid:87)(cid:85)(cid:76)(cid:70)(cid:87)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:76)(cid:83)(cid:79)(cid:76)(cid:81)(cid:72)(cid:15)(cid:3)(cid:90)(cid:76)(cid:79)(cid:79)(cid:3)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:88)(cid:86)(cid:3)
(cid:87)(cid:82)(cid:3)(cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:86)(cid:88)(cid:86)(cid:87)(cid:68)(cid:76)(cid:81)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:16)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:17)(cid:3)(cid:3)(cid:50)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:74)(cid:68)(cid:76)(cid:81)(cid:15)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:87)(cid:85)(cid:82)(cid:81)(cid:74)(cid:3)(cid:69)(cid:68)(cid:79)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:86)(cid:75)(cid:72)(cid:72)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:88)(cid:69)(cid:86)(cid:87)(cid:68)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)
(cid:565)(cid:82)(cid:90)(cid:3)(cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:72)(cid:81)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)(cid:88)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:80)(cid:68)(cid:76)(cid:81)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:73)(cid:82)(cid:70)(cid:88)(cid:86)(cid:3)(cid:82)(cid:81)(cid:3)(cid:79)(cid:82)(cid:81)(cid:74)(cid:72)(cid:85)(cid:3)(cid:87)(cid:72)(cid:85)(cid:80)(cid:3)(cid:83)(cid:85)(cid:76)(cid:82)(cid:85)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:68)(cid:83)(cid:76)(cid:87)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:76)(cid:81)(cid:76)(cid:87)(cid:76)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3)
(cid:76)(cid:81)(cid:3)(cid:82)(cid:85)(cid:71)(cid:72)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:71)(cid:85)(cid:76)(cid:89)(cid:72)(cid:3)(cid:68)(cid:71)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:68)(cid:79)(cid:79)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:87)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:80)(cid:68)(cid:91)(cid:76)(cid:80)(cid:76)(cid:93)(cid:72)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:17)(cid:3)

(cid:41)(cid:76)(cid:81)(cid:68)(cid:79)(cid:79)(cid:92)(cid:15)(cid:3)(cid:918)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:78)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:82)(cid:73)(cid:3)(cid:80)(cid:92)(cid:3)(cid:70)(cid:82)(cid:79)(cid:79)(cid:72)(cid:68)(cid:74)(cid:88)(cid:72)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:68)(cid:81)(cid:3)(cid:72)(cid:91)(cid:70)(cid:72)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:85)(cid:72)(cid:565)(cid:72)(cid:70)(cid:87)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:76)(cid:85)(cid:3)(cid:82)(cid:81)(cid:74)(cid:82)(cid:76)(cid:81)(cid:74)(cid:3)(cid:75)(cid:68)(cid:85)(cid:71)(cid:3)(cid:90)(cid:82)(cid:85)(cid:78)(cid:15)(cid:3)(cid:71)(cid:72)(cid:71)(cid:76)(cid:70)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:88)(cid:70)(cid:70)(cid:72)(cid:86)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:70)(cid:79)(cid:76)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)SP+(cid:17)(cid:3)

(cid:54)(cid:76)(cid:81)(cid:70)(cid:72)(cid:85)(cid:72)(cid:79)(cid:92)(cid:15)

G Marc Baumann

(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:605)(cid:70)(cid:72)(cid:85)

1(cid:54)(cid:72)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)(cid:73)(cid:82)(cid:79)(cid:79)(cid:82)(cid:90)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:76)(cid:86)(cid:3)(cid:79)(cid:72)(cid:87)(cid:87)(cid:72)(cid:85)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:68)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:81)(cid:70)(cid:76)(cid:79)(cid:76)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)
(cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:522)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:42)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3) (cid:51)(cid:85)(cid:82)(cid:564)(cid:87)(cid:523)(cid:15)(cid:3) (cid:522)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:36)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3) (cid:40)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:523)(cid:15)(cid:3) (cid:522)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:40)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3) (cid:51)(cid:72)(cid:85)(cid:3)
(cid:54)(cid:75)(cid:68)(cid:85)(cid:72)(cid:523)(cid:15)(cid:3)(cid:522)(cid:41)(cid:85)(cid:72)(cid:72)(cid:3)(cid:38)(cid:68)(cid:86)(cid:75)(cid:3)(cid:41)(cid:79)(cid:82)(cid:90)(cid:523)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:522)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:41)(cid:85)(cid:72)(cid:72)(cid:3)(cid:38)(cid:68)(cid:86)(cid:75)(cid:3)(cid:41)(cid:79)(cid:82)(cid:90)(cid:523)(cid:17)

Cautionary Note Regarding Forward-Looking Statements

(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:79)(cid:72)(cid:87)(cid:87)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:68)(cid:76)(cid:81)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3)(cid:71)(cid:72)(cid:564)(cid:81)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:51)(cid:85)(cid:76)(cid:89)(cid:68)(cid:87)(cid:72)(cid:3)(cid:54)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:47)(cid:76)(cid:87)(cid:76)(cid:74)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:53)(cid:72)(cid:73)(cid:82)(cid:85)(cid:80)(cid:3)(cid:36)(cid:70)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:28)(cid:28)(cid:24)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)
(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:73)(cid:86)(cid:15)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:76)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:75)(cid:68)(cid:86)(cid:3)(cid:87)(cid:85)(cid:76)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:92)(cid:3)
(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:69)(cid:92)(cid:3)(cid:88)(cid:86)(cid:76)(cid:81)(cid:74)(cid:3)(cid:90)(cid:82)(cid:85)(cid:71)(cid:86)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:68)(cid:86)(cid:3)(cid:522)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:15)(cid:523)(cid:3)(cid:522)(cid:68)(cid:81)(cid:87)(cid:76)(cid:70)(cid:76)(cid:83)(cid:68)(cid:87)(cid:72)(cid:15)(cid:523)(cid:3)(cid:522)(cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:89)(cid:72)(cid:15)(cid:523)(cid:3)(cid:522)(cid:70)(cid:82)(cid:88)(cid:79)(cid:71)(cid:15)(cid:523)(cid:3)(cid:522)(cid:86)(cid:75)(cid:82)(cid:88)(cid:79)(cid:71)(cid:15)(cid:523)(cid:3)(cid:522)(cid:72)(cid:86)(cid:87)(cid:76)(cid:80)(cid:68)(cid:87)(cid:72)(cid:15)(cid:523)(cid:3)(cid:522)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:71)(cid:15)(cid:523)(cid:3)(cid:522)(cid:80)(cid:68)(cid:92)(cid:15)(cid:523)(cid:3)(cid:522)(cid:83)(cid:79)(cid:68)(cid:81)(cid:15)(cid:523)(cid:3)
(cid:522)(cid:74)(cid:88)(cid:76)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:15)(cid:523)(cid:3)(cid:522)(cid:90)(cid:76)(cid:79)(cid:79)(cid:15)(cid:523)(cid:3)(cid:522)(cid:68)(cid:85)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:69)(cid:72)(cid:523)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:76)(cid:80)(cid:76)(cid:79)(cid:68)(cid:85)(cid:3)(cid:87)(cid:72)(cid:85)(cid:80)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:75)(cid:85)(cid:68)(cid:86)(cid:72)(cid:86)(cid:15)(cid:3)(cid:69)(cid:88)(cid:87)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:90)(cid:82)(cid:85)(cid:71)(cid:86)(cid:15)(cid:3)(cid:87)(cid:72)(cid:85)(cid:80)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:75)(cid:85)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:86)(cid:76)(cid:89)(cid:72)(cid:3)(cid:80)(cid:72)(cid:68)(cid:81)(cid:86)(cid:3)
(cid:82)(cid:73)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:92)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:80)(cid:68)(cid:71)(cid:72)(cid:3)(cid:69)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:519)(cid:86)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:73)(cid:86)(cid:3)
(cid:70)(cid:82)(cid:81)(cid:70)(cid:72)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:73)(cid:88)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:72)(cid:89)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:909)(cid:72)(cid:70)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:86)(cid:88)(cid:69)(cid:77)(cid:72)(cid:70)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:88)(cid:81)(cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:68)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:82)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:72)(cid:81)(cid:89)(cid:76)(cid:85)(cid:82)(cid:81)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:82)(cid:73)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:71)(cid:76)(cid:605)(cid:70)(cid:88)(cid:79)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:83)(cid:85)(cid:72)(cid:71)(cid:76)(cid:70)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:80)(cid:68)(cid:81)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:69)(cid:72)(cid:92)(cid:82)(cid:81)(cid:71)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:519)(cid:86)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:82)(cid:79)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)
(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:74)(cid:88)(cid:68)(cid:85)(cid:68)(cid:81)(cid:87)(cid:72)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:73)(cid:88)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:85)(cid:72)(cid:3)(cid:70)(cid:68)(cid:81)(cid:3)(cid:69)(cid:72)(cid:3)(cid:81)(cid:82)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:85)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:73)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
(cid:83)(cid:85)(cid:82)(cid:77)(cid:72)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:90)(cid:76)(cid:79)(cid:79)(cid:3)(cid:69)(cid:72)(cid:3)(cid:85)(cid:72)(cid:68)(cid:79)(cid:76)(cid:93)(cid:72)(cid:71)(cid:17)

(cid:36)(cid:79)(cid:87)(cid:75)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3) (cid:90)(cid:72)(cid:3) (cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:89)(cid:72)(cid:3) (cid:87)(cid:75)(cid:72)(cid:85)(cid:72)(cid:3) (cid:76)(cid:86)(cid:3) (cid:68)(cid:3) (cid:85)(cid:72)(cid:68)(cid:86)(cid:82)(cid:81)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3) (cid:69)(cid:68)(cid:86)(cid:76)(cid:86)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3) (cid:82)(cid:88)(cid:85)(cid:3) (cid:68)(cid:70)(cid:87)(cid:88)(cid:68)(cid:79)(cid:3) (cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:3) (cid:70)(cid:82)(cid:88)(cid:79)(cid:71)(cid:3) (cid:69)(cid:72)(cid:3) (cid:80)(cid:68)(cid:87)(cid:72)(cid:85)(cid:76)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)
(cid:71)(cid:76)(cid:909)(cid:72)(cid:85)(cid:72)(cid:81)(cid:87)(cid:17)(cid:3)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:76)(cid:80)(cid:83)(cid:82)(cid:85)(cid:87)(cid:68)(cid:81)(cid:87)(cid:3)(cid:73)(cid:68)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:70)(cid:82)(cid:88)(cid:79)(cid:71)(cid:3)(cid:70)(cid:68)(cid:88)(cid:86)(cid:72)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:70)(cid:87)(cid:88)(cid:68)(cid:79)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:71)(cid:76)(cid:909)(cid:72)(cid:85)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)
(cid:86)(cid:72)(cid:87)(cid:3)(cid:73)(cid:82)(cid:85)(cid:87)(cid:75)(cid:3)(cid:82)(cid:81)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:71)(cid:72)(cid:86)(cid:70)(cid:85)(cid:76)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:85)(cid:76)(cid:86)(cid:78)(cid:3)(cid:73)(cid:68)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:918)(cid:87)(cid:72)(cid:80)(cid:3)(cid:20)(cid:36)(cid:17)(cid:3)(cid:53)(cid:76)(cid:86)(cid:78)(cid:3)(cid:41)(cid:68)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:36)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3)(cid:53)(cid:72)(cid:83)(cid:82)(cid:85)(cid:87)(cid:3)(cid:82)(cid:81)(cid:3)(cid:41)(cid:82)(cid:85)(cid:80)(cid:3)(cid:20)(cid:19)(cid:16)(cid:46)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:564)(cid:86)(cid:70)(cid:68)(cid:79)(cid:3)(cid:92)(cid:72)(cid:68)(cid:85)(cid:16)(cid:72)(cid:81)(cid:71)(cid:72)(cid:71)(cid:3)
(cid:39)(cid:72)(cid:70)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:3) (cid:22)(cid:20)(cid:15)(cid:3) (cid:21)(cid:19)(cid:20)(cid:25)(cid:15)(cid:3) (cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3) (cid:86)(cid:75)(cid:82)(cid:88)(cid:79)(cid:71)(cid:3) (cid:69)(cid:72)(cid:3) (cid:85)(cid:72)(cid:68)(cid:71)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3) (cid:76)(cid:81)(cid:3) (cid:87)(cid:75)(cid:76)(cid:86)(cid:3) (cid:79)(cid:72)(cid:87)(cid:87)(cid:72)(cid:85)(cid:17)(cid:3) (cid:3) (cid:41)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)
(cid:86)(cid:83)(cid:72)(cid:68)(cid:78)(cid:3)(cid:82)(cid:81)(cid:79)(cid:92)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:71)(cid:68)(cid:87)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:92)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:80)(cid:68)(cid:71)(cid:72)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:91)(cid:70)(cid:72)(cid:83)(cid:87)(cid:3)(cid:68)(cid:86)(cid:3)(cid:72)(cid:91)(cid:83)(cid:85)(cid:72)(cid:86)(cid:86)(cid:79)(cid:92)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:73)(cid:72)(cid:71)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3)(cid:86)(cid:72)(cid:70)(cid:88)(cid:85)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:79)(cid:68)(cid:90)(cid:86)(cid:15)(cid:3)(cid:90)(cid:72)(cid:3)(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:87)(cid:68)(cid:78)(cid:72)(cid:3)(cid:81)(cid:82)(cid:3)
(cid:82)(cid:69)(cid:79)(cid:76)(cid:74)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:82)(cid:3)(cid:88)(cid:83)(cid:71)(cid:68)(cid:87)(cid:72)(cid:3)(cid:82)(cid:85)(cid:3)(cid:85)(cid:72)(cid:89)(cid:76)(cid:86)(cid:72)(cid:3)(cid:68)(cid:81)(cid:92)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)(cid:90)(cid:75)(cid:72)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:81)(cid:72)(cid:90)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:71)(cid:3)(cid:70)(cid:76)(cid:85)(cid:70)(cid:88)(cid:80)(cid:86)(cid:87)(cid:68)(cid:81)(cid:70)(cid:72)(cid:86)(cid:15)(cid:3)
(cid:73)(cid:88)(cid:87)(cid:88)(cid:85)(cid:72)(cid:3)(cid:72)(cid:89)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:68)(cid:81)(cid:92)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:68)(cid:86)(cid:82)(cid:81)(cid:17)

Use of Non-GAAP Financial Measures

(cid:55)(cid:75)(cid:76)(cid:86)(cid:3)(cid:79)(cid:72)(cid:87)(cid:87)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:68)(cid:76)(cid:81)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:71)(cid:72)(cid:87)(cid:72)(cid:85)(cid:80)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)
(cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:56)(cid:17)(cid:54)(cid:17)(cid:15)(cid:3) (cid:42)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3) (cid:36)(cid:70)(cid:70)(cid:72)(cid:83)(cid:87)(cid:72)(cid:71)(cid:3) (cid:36)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3) (cid:51)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:79)(cid:72)(cid:86)(cid:3) (cid:11)(cid:522)(cid:42)(cid:36)(cid:36)(cid:51)(cid:523)(cid:12)(cid:15)(cid:3) (cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:15)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)
(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:72)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:83)(cid:72)(cid:85)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)
(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:76)(cid:86)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:81)(cid:71)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:69)(cid:72)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:71)(cid:72)(cid:85)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:76)(cid:86)(cid:82)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:15)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:3)(cid:86)(cid:88)(cid:69)(cid:86)(cid:87)(cid:76)(cid:87)(cid:88)(cid:87)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:15)(cid:3)(cid:82)(cid:85)(cid:3)(cid:86)(cid:88)(cid:83)(cid:72)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:15)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:85)(cid:72)(cid:83)(cid:68)(cid:85)(cid:72)(cid:71)(cid:3)
(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:42)(cid:36)(cid:36)(cid:51)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:80)(cid:68)(cid:92)(cid:3)(cid:69)(cid:72)(cid:3)(cid:71)(cid:76)(cid:909)(cid:72)(cid:85)(cid:72)(cid:81)(cid:87)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)
(cid:69)(cid:92)(cid:3) (cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3) (cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:76)(cid:72)(cid:86)(cid:17)(cid:3) (cid:918)(cid:81)(cid:3) (cid:68)(cid:71)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3) (cid:73)(cid:82)(cid:85)(cid:90)(cid:68)(cid:85)(cid:71)(cid:16)(cid:79)(cid:82)(cid:82)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3) (cid:75)(cid:68)(cid:89)(cid:72)(cid:3) (cid:79)(cid:76)(cid:80)(cid:76)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3) (cid:76)(cid:81)(cid:3) (cid:87)(cid:75)(cid:68)(cid:87)(cid:3) (cid:87)(cid:75)(cid:72)(cid:92)(cid:3) (cid:71)(cid:82)(cid:3) (cid:81)(cid:82)(cid:87)(cid:3) (cid:85)(cid:72)(cid:565)(cid:72)(cid:70)(cid:87)(cid:3) (cid:68)(cid:79)(cid:79)(cid:3)
(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:80)(cid:82)(cid:88)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:86)(cid:86)(cid:82)(cid:70)(cid:76)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:85)(cid:72)(cid:86)(cid:88)(cid:79)(cid:87)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3)(cid:71)(cid:72)(cid:87)(cid:72)(cid:85)(cid:80)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:42)(cid:36)(cid:36)(cid:51)(cid:17)(cid:3)(cid:3)(cid:40)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)
(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:72)(cid:68)(cid:85)(cid:81)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:83)(cid:72)(cid:85)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:76)(cid:87)(cid:72)(cid:80)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3)(cid:69)(cid:88)(cid:87)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:79)(cid:76)(cid:80)(cid:76)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:29)(cid:3)
(cid:85)(cid:72)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:15)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3)(cid:82)(cid:85)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:68)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:87)(cid:68)(cid:91)(cid:3)(cid:76)(cid:87)(cid:72)(cid:80)(cid:86)(cid:3)
(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:81)(cid:74)(cid:82)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:17)(cid:3)

(cid:55)(cid:82)(cid:3) (cid:86)(cid:88)(cid:83)(cid:83)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:76)(cid:87)(cid:86)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) (cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3) (cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3) (cid:76)(cid:81)(cid:3) (cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:42)(cid:36)(cid:36)(cid:51)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3) (cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)
(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:83)(cid:85)(cid:72)(cid:83)(cid:68)(cid:85)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:42)(cid:36)(cid:36)(cid:51)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:3)(cid:83)(cid:79)(cid:88)(cid:86)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)
(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3) (cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3) (cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3) (cid:68)(cid:87)(cid:3) (cid:79)(cid:72)(cid:74)(cid:68)(cid:70)(cid:92)(cid:3) (cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3) (cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:79)(cid:72)(cid:86)(cid:86)(cid:3) (cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3) (cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:3) (cid:76)(cid:80)(cid:83)(cid:68)(cid:70)(cid:87)(cid:3) (cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3) (cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3) (cid:82)(cid:85)(cid:3)
(cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3) (cid:11)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3) (cid:85)(cid:72)(cid:73)(cid:72)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:68)(cid:86)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3) (cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:12)(cid:30)(cid:3) (cid:74)(cid:72)(cid:81)(cid:72)(cid:85)(cid:68)(cid:79)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:68)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3) (cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:86)(cid:3) (cid:79)(cid:72)(cid:86)(cid:86)(cid:3) (cid:85)(cid:72)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3) (cid:80)(cid:72)(cid:85)(cid:74)(cid:72)(cid:85)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3)
(cid:76)(cid:81)(cid:87)(cid:72)(cid:74)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:15)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:51)(cid:68)(cid:85)(cid:78)(cid:80)(cid:82)(cid:69)(cid:76)(cid:79)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:72)(cid:80)(cid:83)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:11)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:85)(cid:72)(cid:73)(cid:72)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:42)(cid:9)(cid:36)(cid:12)(cid:30)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:83)(cid:72)(cid:85)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:3)
(cid:68)(cid:87)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:54)(cid:51)(cid:3)(cid:51)(cid:79)(cid:88)(cid:86)(cid:3)(cid:83)(cid:79)(cid:88)(cid:86)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:79)(cid:72)(cid:74)(cid:68)(cid:70)(cid:92)(cid:3)(cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:15)(cid:3)
(cid:85)(cid:72)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3) (cid:80)(cid:72)(cid:85)(cid:74)(cid:72)(cid:85)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:76)(cid:81)(cid:87)(cid:72)(cid:74)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:15)(cid:3) (cid:81)(cid:72)(cid:87)(cid:3) (cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3) (cid:76)(cid:80)(cid:83)(cid:68)(cid:70)(cid:87)(cid:3) (cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3) (cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3) (cid:82)(cid:85)(cid:3) (cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)
(cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78)(cid:80)(cid:82)(cid:69)(cid:76)(cid:79)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:72)(cid:80)(cid:83)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:70)(cid:82)(cid:81)(cid:81)(cid:72)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
(cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:68)(cid:80)(cid:72)(cid:81)(cid:71)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:86)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3) (cid:70)(cid:85)(cid:72)(cid:71)(cid:76)(cid:87)(cid:3) (cid:68)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:68)(cid:79)(cid:79)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3) (cid:87)(cid:68)(cid:91)(cid:3) (cid:68)(cid:909)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3) (cid:68)(cid:87)(cid:3) (cid:68)(cid:3) (cid:86)(cid:87)(cid:68)(cid:87)(cid:88)(cid:87)(cid:82)(cid:85)(cid:92)(cid:3) (cid:87)(cid:68)(cid:91)(cid:3) (cid:85)(cid:68)(cid:87)(cid:72)(cid:3) (cid:82)(cid:73)(cid:3) (cid:23)(cid:20)(cid:8)(cid:15)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3)
(cid:72)(cid:79)(cid:76)(cid:80)(cid:76)(cid:81)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:87)(cid:68)(cid:91)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:11)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:85)(cid:72)(cid:73)(cid:72)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:68)(cid:87)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:54)(cid:51)(cid:3)(cid:51)(cid:79)(cid:88)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:51)(cid:54)(cid:12)(cid:30)(cid:3)
(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:83)(cid:79)(cid:88)(cid:86)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:79)(cid:72)(cid:74)(cid:68)(cid:70)(cid:92)(cid:3)(cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:15)(cid:3)
(cid:85)(cid:72)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3) (cid:80)(cid:72)(cid:85)(cid:74)(cid:72)(cid:85)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:76)(cid:81)(cid:87)(cid:72)(cid:74)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:15)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3) (cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3) (cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3) (cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3) (cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:51)(cid:68)(cid:85)(cid:78)(cid:80)(cid:82)(cid:69)(cid:76)(cid:79)(cid:72)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3)
(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:72)(cid:80)(cid:83)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:88)(cid:69)(cid:87)(cid:85)(cid:68)(cid:70)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:76)(cid:80)(cid:83)(cid:68)(cid:70)(cid:87)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:11)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:85)(cid:72)(cid:73)(cid:72)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:86)(cid:3)
(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:12)(cid:30)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:3)(cid:83)(cid:79)(cid:88)(cid:86)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:79)(cid:72)(cid:74)(cid:68)(cid:70)(cid:92)(cid:3)
(cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3) (cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:564)(cid:81)(cid:68)(cid:79)(cid:3) (cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:73)(cid:82)(cid:85)(cid:80)(cid:72)(cid:85)(cid:3) (cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3) (cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:3) (cid:11)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3) (cid:85)(cid:72)(cid:73)(cid:72)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:68)(cid:86)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3)
(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:12)(cid:17)(cid:3)(cid:3)(cid:37)(cid:68)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:76)(cid:80)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:18)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:83)(cid:85)(cid:72)(cid:89)(cid:76)(cid:82)(cid:88)(cid:86)(cid:79)(cid:92)(cid:3)(cid:85)(cid:72)(cid:83)(cid:82)(cid:85)(cid:87)(cid:72)(cid:71)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)
(cid:69)(cid:72)(cid:72)(cid:81)(cid:3)(cid:85)(cid:72)(cid:89)(cid:76)(cid:86)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:3)(cid:68)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:86)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:75)(cid:82)(cid:90)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:72)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:86)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:74)(cid:88)(cid:76)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:83)(cid:85)(cid:72)(cid:89)(cid:76)(cid:82)(cid:88)(cid:86)(cid:79)(cid:92)(cid:3)(cid:69)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:17)

(cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:88)(cid:86)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:71)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:82)(cid:3)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:15)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:72)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)
(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:72)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:83)(cid:85)(cid:76)(cid:82)(cid:85)(cid:3)(cid:83)(cid:72)(cid:85)(cid:76)(cid:82)(cid:71)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:87)(cid:76)(cid:87)(cid:82)(cid:85)(cid:86)(cid:17)(cid:3)
(cid:36)(cid:71)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:79)(cid:92)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:88)(cid:86)(cid:72)(cid:86)(cid:3) (cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) (cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3) (cid:76)(cid:81)(cid:3) (cid:80)(cid:68)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) (cid:71)(cid:72)(cid:70)(cid:76)(cid:86)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:76)(cid:81)(cid:3)
(cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3) (cid:69)(cid:88)(cid:71)(cid:74)(cid:72)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:83)(cid:79)(cid:68)(cid:81)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3) (cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:86)(cid:86)(cid:17)(cid:3) (cid:55)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:89)(cid:72)(cid:86)(cid:3) (cid:87)(cid:75)(cid:68)(cid:87)(cid:3) (cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3) (cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) (cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)

(cid:87)(cid:82)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:75)(cid:72)(cid:79)(cid:83)(cid:86)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:72)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:68)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:87)(cid:85)(cid:72)(cid:81)(cid:71)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:3)(cid:90)(cid:68)(cid:92)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)
(cid:76)(cid:86)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:86)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:75)(cid:82)(cid:90)(cid:3) (cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:72)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3) (cid:86)(cid:88)(cid:70)(cid:75)(cid:3) (cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:86)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:74)(cid:88)(cid:76)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3) (cid:83)(cid:85)(cid:72)(cid:89)(cid:76)(cid:82)(cid:88)(cid:86)(cid:79)(cid:92)(cid:3) (cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3) (cid:69)(cid:92)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3)
(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:17)(cid:3)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:15)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:42)(cid:9)(cid:36)(cid:15)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:68)(cid:87)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:54)(cid:51)(cid:3)(cid:51)(cid:79)(cid:88)(cid:86)(cid:15)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:51)(cid:54)(cid:15)(cid:3)(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)
(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:15)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:86)(cid:75)(cid:82)(cid:88)(cid:79)(cid:71)(cid:3) (cid:81)(cid:82)(cid:87)(cid:3) (cid:69)(cid:72)(cid:3) (cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:71)(cid:72)(cid:85)(cid:72)(cid:71)(cid:3) (cid:68)(cid:86)(cid:3) (cid:68)(cid:79)(cid:87)(cid:72)(cid:85)(cid:81)(cid:68)(cid:87)(cid:76)(cid:89)(cid:72)(cid:86)(cid:3) (cid:87)(cid:82)(cid:15)(cid:3) (cid:82)(cid:85)(cid:3) (cid:80)(cid:82)(cid:85)(cid:72)(cid:3) (cid:80)(cid:72)(cid:68)(cid:81)(cid:76)(cid:81)(cid:74)(cid:73)(cid:88)(cid:79)(cid:3)
(cid:76)(cid:81)(cid:71)(cid:76)(cid:70)(cid:68)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:82)(cid:85)(cid:3)(cid:79)(cid:76)(cid:84)(cid:88)(cid:76)(cid:71)(cid:76)(cid:87)(cid:92)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:15)(cid:3)(cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:15)(cid:3)(cid:42)(cid:9)(cid:36)(cid:15)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:15)(cid:3)(cid:40)(cid:51)(cid:54)(cid:3)(cid:82)(cid:85)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)
(cid:69)(cid:92)(cid:3) (cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3) (cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:15)(cid:3) (cid:68)(cid:86)(cid:3) (cid:71)(cid:72)(cid:87)(cid:72)(cid:85)(cid:80)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3) (cid:76)(cid:81)(cid:3) (cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:42)(cid:36)(cid:36)(cid:51)(cid:17)(cid:3) (cid:918)(cid:81)(cid:3) (cid:68)(cid:71)(cid:71)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3) (cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:82)(cid:73)(cid:3) (cid:86)(cid:88)(cid:70)(cid:75)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)
(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:80)(cid:68)(cid:92)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:69)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:86)(cid:76)(cid:80)(cid:76)(cid:79)(cid:68)(cid:85)(cid:79)(cid:92)(cid:3)(cid:87)(cid:76)(cid:87)(cid:79)(cid:72)(cid:71)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:76)(cid:72)(cid:86)(cid:17)(cid:3)

(cid:55)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:71)(cid:72)(cid:564)(cid:81)(cid:72)(cid:86)(cid:3) (cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:15)(cid:3) (cid:68)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3) (cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:15)(cid:3) (cid:68)(cid:86)(cid:3) (cid:42)(cid:36)(cid:36)(cid:51)(cid:3) (cid:81)(cid:72)(cid:87)(cid:3) (cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3) (cid:68)(cid:87)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:69)(cid:72)(cid:73)(cid:82)(cid:85)(cid:72)(cid:3) (cid:11)(cid:76)(cid:12)(cid:3)
(cid:76)(cid:81)(cid:87)(cid:72)(cid:85)(cid:72)(cid:86)(cid:87)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:86)(cid:72)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:85)(cid:72)(cid:86)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:15)(cid:3)(cid:11)(cid:76)(cid:76)(cid:12)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:87)(cid:68)(cid:91)(cid:72)(cid:86)(cid:15)(cid:3)(cid:11)(cid:76)(cid:76)(cid:76)(cid:12)(cid:3)(cid:71)(cid:72)(cid:83)(cid:85)(cid:72)(cid:70)(cid:76)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:80)(cid:82)(cid:85)(cid:87)(cid:76)(cid:93)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3)(cid:11)(cid:76)(cid:89)(cid:12)(cid:3)(cid:74)(cid:68)(cid:76)(cid:81)(cid:3)(cid:82)(cid:81)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:3)
(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:81)(cid:3)(cid:88)(cid:81)(cid:70)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:72)(cid:81)(cid:87)(cid:76)(cid:87)(cid:92)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:11)(cid:89)(cid:12)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:87)(cid:92)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:74)(cid:68)(cid:76)(cid:81)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:79)(cid:82)(cid:86)(cid:86)(cid:72)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:81)(cid:3)
(cid:88)(cid:81)(cid:70)(cid:82)(cid:81)(cid:86)(cid:82)(cid:79)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:72)(cid:81)(cid:87)(cid:76)(cid:87)(cid:92)(cid:17)(cid:3)(cid:3)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:73)(cid:88)(cid:85)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:86)(cid:3)(cid:40)(cid:37)(cid:918)(cid:55)(cid:39)(cid:36)(cid:3)(cid:69)(cid:92)(cid:3)(cid:68)(cid:71)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:76)(cid:87)(cid:72)(cid:80)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3)
(cid:69)(cid:88)(cid:87)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:79)(cid:76)(cid:80)(cid:76)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:15)(cid:3)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:79)(cid:72)(cid:74)(cid:68)(cid:70)(cid:92)(cid:3)(cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:15)(cid:3)(cid:85)(cid:72)(cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:76)(cid:81)(cid:74)(cid:15)(cid:3)(cid:80)(cid:72)(cid:85)(cid:74)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:74)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)
(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:15)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3)(cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)(cid:70)(cid:82)(cid:86)(cid:87)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:88)(cid:85)(cid:85)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:51)(cid:68)(cid:85)(cid:78)(cid:80)(cid:82)(cid:69)(cid:76)(cid:79)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:72)(cid:80)(cid:83)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:88)(cid:69)(cid:87)(cid:85)(cid:68)(cid:70)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)
(cid:74)(cid:85)(cid:82)(cid:86)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:564)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:42)(cid:9)(cid:36)(cid:3)(cid:76)(cid:80)(cid:83)(cid:68)(cid:70)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)

(cid:55)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:71)(cid:72)(cid:564)(cid:81)(cid:72)(cid:86)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:68)(cid:86)(cid:3) (cid:81)(cid:72)(cid:87)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:73)(cid:85)(cid:82)(cid:80)(cid:3) (cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3) (cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:15)(cid:3) (cid:79)(cid:72)(cid:86)(cid:86)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:88)(cid:86)(cid:72)(cid:71)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3) (cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3) (cid:11)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:86)(cid:76)(cid:89)(cid:72)(cid:3)
(cid:82)(cid:73)(cid:3)(cid:68)(cid:70)(cid:84)(cid:88)(cid:76)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:72)(cid:71)(cid:86)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:68)(cid:79)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:69)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:72)(cid:86)(cid:12)(cid:15)(cid:3)(cid:79)(cid:72)(cid:86)(cid:86)(cid:3)(cid:71)(cid:76)(cid:86)(cid:87)(cid:85)(cid:76)(cid:69)(cid:88)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:87)(cid:82)(cid:3)(cid:81)(cid:82)(cid:81)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:82)(cid:79)(cid:79)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:81)(cid:87)(cid:72)(cid:85)(cid:72)(cid:86)(cid:87)(cid:15)(cid:3)(cid:83)(cid:79)(cid:88)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:909)(cid:72)(cid:70)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:72)(cid:91)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:3)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:70)(cid:75)(cid:68)(cid:81)(cid:74)(cid:72)(cid:86)(cid:3)(cid:82)(cid:81)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:89)(cid:68)(cid:79)(cid:72)(cid:81)(cid:87)(cid:86)(cid:17)(cid:3)(cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:3)(cid:76)(cid:81)(cid:3)(cid:21)(cid:19)(cid:20)(cid:25)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:21)(cid:19)(cid:20)(cid:24)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)
(cid:73)(cid:82)(cid:85)(cid:3) (cid:81)(cid:82)(cid:81)(cid:16)(cid:85)(cid:82)(cid:88)(cid:87)(cid:76)(cid:81)(cid:72)(cid:3) (cid:86)(cid:87)(cid:85)(cid:88)(cid:70)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3) (cid:85)(cid:72)(cid:83)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3) (cid:68)(cid:87)(cid:3) (cid:79)(cid:72)(cid:74)(cid:68)(cid:70)(cid:92)(cid:3) (cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3) (cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:79)(cid:72)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:564)(cid:81)(cid:68)(cid:79)(cid:3) (cid:86)(cid:72)(cid:87)(cid:87)(cid:79)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:73)(cid:82)(cid:85)(cid:80)(cid:72)(cid:85)(cid:3) (cid:38)(cid:72)(cid:81)(cid:87)(cid:85)(cid:68)(cid:79)(cid:3)
(cid:51)(cid:68)(cid:85)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:87)(cid:82)(cid:70)(cid:78)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:17)(cid:3) (cid:3) (cid:55)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3) (cid:69)(cid:72)(cid:79)(cid:76)(cid:72)(cid:89)(cid:72)(cid:86)(cid:3) (cid:87)(cid:75)(cid:68)(cid:87)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:82)(cid:73)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:86)(cid:3)
(cid:88)(cid:86)(cid:72)(cid:73)(cid:88)(cid:79)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:85)(cid:72)(cid:70)(cid:88)(cid:85)(cid:85)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:83)(cid:85)(cid:82)(cid:89)(cid:76)(cid:71)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:73)(cid:87)(cid:72)(cid:85)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:71)(cid:76)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:17)(cid:3)(cid:918)(cid:87)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:71)(cid:72)(cid:80)(cid:82)(cid:81)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)
(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3)(cid:68)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:92)(cid:3)(cid:87)(cid:82)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:72)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:72)(cid:74)(cid:92)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)
(cid:565)(cid:82)(cid:90)(cid:3) (cid:75)(cid:68)(cid:89)(cid:72)(cid:3) (cid:80)(cid:68)(cid:87)(cid:72)(cid:85)(cid:76)(cid:68)(cid:79)(cid:3) (cid:79)(cid:76)(cid:80)(cid:76)(cid:87)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)(cid:3) (cid:55)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3) (cid:73)(cid:85)(cid:72)(cid:72)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3) (cid:71)(cid:82)(cid:3) (cid:81)(cid:82)(cid:87)(cid:3) (cid:85)(cid:72)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:3) (cid:76)(cid:87)(cid:86)(cid:3) (cid:70)(cid:68)(cid:86)(cid:75)(cid:3) (cid:565)(cid:82)(cid:90)(cid:3)
(cid:68)(cid:89)(cid:68)(cid:76)(cid:79)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:85)(cid:72)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:85)(cid:92)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:71)(cid:76)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:69)(cid:72)(cid:70)(cid:68)(cid:88)(cid:86)(cid:72)(cid:3)(cid:76)(cid:87)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:86)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:72)(cid:91)(cid:83)(cid:72)(cid:81)(cid:71)(cid:76)(cid:87)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:71)(cid:3)(cid:82)(cid:85)(cid:3)(cid:87)(cid:82)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)
(cid:75)(cid:68)(cid:86)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:71)(cid:15)(cid:3)(cid:86)(cid:88)(cid:70)(cid:75)(cid:3)(cid:68)(cid:86)(cid:3)(cid:71)(cid:72)(cid:69)(cid:87)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:17)(cid:3)(cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:519)(cid:86)(cid:3)(cid:71)(cid:72)(cid:564)(cid:81)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:73)(cid:85)(cid:72)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:565)(cid:82)(cid:90)(cid:3)(cid:80)(cid:68)(cid:92)(cid:3)
(cid:81)(cid:82)(cid:87)(cid:3)(cid:69)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:86)(cid:76)(cid:80)(cid:76)(cid:79)(cid:68)(cid:85)(cid:79)(cid:92)(cid:3)(cid:87)(cid:76)(cid:87)(cid:79)(cid:72)(cid:71)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:83)(cid:85)(cid:72)(cid:86)(cid:72)(cid:81)(cid:87)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:76)(cid:72)(cid:86)(cid:17)

(cid:41)(cid:82)(cid:85)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:81)(cid:70)(cid:76)(cid:79)(cid:76)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:82)(cid:86)(cid:87)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:79)(cid:92)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:564)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:15)(cid:3)(cid:86)(cid:72)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
(cid:68)(cid:70)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:86)(cid:3)(cid:69)(cid:72)(cid:79)(cid:82)(cid:90)(cid:17)(cid:3)

SP PLUS CORPORATION
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SP PLUS TO ADJUSTED NET INCOME
ATTRIBUTABLE TO SP PLUS AND ADJUSTED NET INCOME PER SHARE (ADJUSTED EPS)

(millions, except for share and per share data, unaudited)

Net income attributable to SP Plus, as reported
Add: Non-routine structural and other repairs
Add: Restructuring, merger and integration costs and non-routine settlements
Add (subtract): Pre-tax income related to asset sales or dispositions
Add: Equity in losses (income) from investment in unconsolidated entity
Add: Costs incurred related to Parkmobile and other contemplated transactions
Add: Writeoff of debt issuance costs and original discount on borrowings
Net tax effect of adjustments
Add (subtract): Non-routine income tax 
Other, rounding 

Adjusted net income attributable to SP Plus

Year Ended December 31,

2016

2015

$                           

$                           

23.1
1.1
9.3
(0.2)
0.9
-
-
(4.5)
0.1
-
29.8

17.4
4.6
9.2
(1.0)
1.7
0.1
0.6
(6.3)
(4.6)
0.1
21.8

$                           

$                           

Net income per share, as reported

Basic
Diluted

Adjusted net income per share

Basic
Diluted

Weighted average shares outstanding

Basic
Diluted

$1.04
$1.03

$1.34
$1.32

$0.78
$0.77

$0.98
$0.97

22,238,021
22,528,122

22,189,140
22,511,759

                                
                                
                                
                                
                              
                              
                                
                                
                                  
                                
                                  
                                
                              
                              
                                
                              
                                  
                                
                 
                 
                 
                 
SP PLUS CORPORATION
RECONCILIATION OF ADJUSTED GROSS PROFIT AND
ADJUSTED GENERAL AND ADMINISTRATIVE EXPENSES

(millions, unaudited)

Gross profit
Gross profit, as reported

Add: Non-routine structural repairs and other
Add (subtract): Gross profit related to asset sales or dispositions
Other, rounding
Adjusted gross profit

General and administrative expenses
General and administrative expenses, as reported

Subtract: Restructuring, merger and integration costs and non-routine settlements
Subtract: G&A related to asset sales or dispositions
Subtract: Parkmobile and other contemplated transaction costs
Other, rounding

Adjusted general and administrative expenses

SP PLUS CORPORATION
RECONCILIATION OF FREE CASH FLOW

(millions, unaudited)

Operating income

Depreciation and amortization
Net accretion of acquired lease contracts
Non-cash stock-based compensation
Income tax paid, net
Income attributable to noncontrolling interest
Change in operating assets and liabilities
Purchase of leaseholds, equipment and cost of contracts and contingent purchase 
payments, net
Operating cash flow
Cash interest paid

Free cash flow (1)

plus: Cash used for non-routine structural and other repairs and settlement payment

Other, rounding

Adjusted free cash flow

(1)  Reconciliation of Free Cash Flow to Consolidated Statements of Cash Flow

(millions, unaudited)

Net cash provided by operating activities
Net cash used in investing activities
Acquisitions and sale of business, net
Distribution to noncontrolling interest
Effect of exchange rate changes on cash and cash equivalents
Other, rounding

Free cash flow

Year Ended December 31,

2016

2015

$                         

$                         

$                         

$                         

$                           

$                           

176.4
1.1
(0.2)
(0.1)
177.2

90.0
(6.8)
-
-
(0.2)
83.0

$                           

$                           

170.1
4.6
(1.4)
(0.1)
173.2

97.3
(7.8)
(1.0)
(0.1)
-
88.4

Year Ended December 31,

2016

2015

$                           

52.7
33.7
(1.8)
3.4
(17.6)
(2.9)
(2.1)

$                           

38.8
34.0
(0.9)
3.7
(18.1)
(2.9)
(4.0)

$                           

(13.8)
51.6
(9.2)

$                           

(12.8)
37.9
(10.7)

$                           

42.4
4.0

$                           

27.1
9.9

-

(0.1)

$                           

46.4

$                           

36.9

Year Ended December 31,

2016

2015

$                           

$                           

59.7
(13.8)
-
(3.3)
(0.3)
0.1
42.4

43.6
(11.8)
(1.0)
(3.1)
(0.7)
0.1
27.1

$                           

$                           

 
 
 
 
                                
                                
                              
                              
                              
                              
                              
                              
                               
                              
                               
                              
                              
                               
                             
                             
                              
                              
                                
                                
                            
                            
                              
                              
                              
                              
                            
                            
                              
                            
                                
                                
                               
                              
                            
                            
                               
                              
                              
                              
                              
                              
                                
                                
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
(cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

(cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

Or

For the transition period from 

 to 

Commission file number: 000-50796

27MAR201400321985

SP PLUS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

16-1171179
(I.R.S. Employer
Identification No.)

200 E. Randolph Street, Suite 7700
Chicago, Illinois 60601-7702
(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000
(Registrant’s Telephone Number, Including Area Code)

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

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Each Class)

The NASDAQ Stock Market LLC
(Name of Each Exchange on which Registered)

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:2)
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 (cid:3) No (cid:2)
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 periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes (cid:2) No (cid:3)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:2) No (cid:3)

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. (cid:3)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer (cid:3)

Smaller reporting company (cid:3)

Accelerated filer (cid:2)

Non-accelerated filer (cid:3)
(Do not check if a
smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:3) No (cid:2)
As of June 30, 2016, the aggregate market value of the voting and non-voting common stock held by nonaffiliates of the registrant was

approximately $504.8 million. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the
registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executive
officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.

As of February 22, 2017, there were 22,356,586 shares of common stock of the registrant outstanding.

Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of

Stockholders to be held on May 9, 2017, are incorporated by reference into Part III of this Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

[This page intentionally left blank] 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
SP PLUS CORPORATION

TABLE OF CONTENTS

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases 
of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related 
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services

PART I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

PART II

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

PART III

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Signatures
Schedule II—Valuation and Qualifying Accounts
Index to Exhibits

2
11
17
18
20
20

21
23
24
42
43
43
43
44

44
44

44
44
44

45

87
88
89

1

 
 
 
 
The Business section and other parts of this Annual Report on Form 10-K ("Form 10-K") contain forward-looking statements, within 
the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Many of the forward-looking 
statements are located in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-
looking statements provide current expectations of future events based on certain assumptions and include any statement that 
does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," 
"anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "can," "may," and similar terms. 
Forward-looking statements are not guarantees of future performance and the Company's actual results may differ significantly 
from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited 
to,  those  discussed  in  Part I,  Item 1A.    of  this  Form 10-K  under  the  heading  "Risk  Factors,"  which  are  incorporated  herein  by 
reference. Each of the terms the "Company" and "SP Plus" as used herein refers collectively to SP Plus Corporation and its wholly 
owned  subsidiaries,  unless  otherwise  stated.  The  Company  assumes  no  obligation  to  revise  or  update  any  forward-looking 
statements for any reason, except as required by law.

Item 1.    Business

Our Company

PART I

We are one of the leading providers of parking management, ground transportation and other ancillary services to commercial, 
institutional and municipal clients in urban markets and airports across the United States, Puerto Rico and Canada. Our services 
include a comprehensive set of on-site parking management and ground transportation services, which include facility maintenance, 
event logistics services, training, scheduling and supervising all service personnel as well as providing customer service, marketing, 
and accounting and revenue control functions necessary to facilitate the operation of our clients' facilities or events. We also provide 
a range of ancillary services such as airport and municipal shuttle operations, valet services, taxi and livery dispatch services, 
security services and municipal meter revenue collection and enforcement services.

Acquisitions, Investment in Joint Venture and Sale of Business

In October 2012, we completed our acquisition (the "Central Merger") of Central Parking Corporation ("Central") for 6,161,332 shares 
of our common stock and the assumption of $217.7 million of Central's debt, net of cash acquired. Our consolidated results of 
operations for the twelve months ended December 31, 2016, 2015, 2014 and 2013 include Central's results of operations for the 
entire year and our consolidated results of operations for the year ended December 31, 2012 include Central's results of operations 
for the period October 2, 2012 through December 31, 2012.

In October 2014, we entered into an agreement to establish a joint venture with Parkmobile USA, Inc. ("Parkmobile USA") and 
contributed  all  of  the  assets  and  liabilities  of  our  proprietary  Click  and  Park®  parking  prepayment  business  in  exchange  for  a 
30 percent interest in the newly formed legal entity called Parkmobile, LLC ("Parkmobile"). Parkmobile is a leading provider of on-
demand and prepaid transaction processing for on- and off-street parking and transportation services. The Parkmobile joint venture 
combines two parking transaction engines, with SP Plus contributing the Click and Park® parking prepayment systems, which 
enables consumers to reserve and pay for parking online in advance and Parkmobile USA contributing its on demand transaction 
engine that allows consumers to transact real-time payment for parking privileges in both on- and off-street environments. We 
account for our investment in the joint venture with Parkmobile under the equity method of accounting.

In August 2015, we signed an agreement to sell and subsequently sold portions of our security business primarily operating in the 
Southern California market to a third-party for a gross sales price of $1.8 million, which resulted in a gain on sale of business of 
$0.5 million, net of legal and other expenses. The pretax profit for the operations of the security business was not significant to the 
periods presented herein. 

Our Operations

Our history and resulting experience have allowed us to develop and standardize a rigorous system of processes and controls that 
enable us to deliver consistent, transparent, value-added and high-quality parking facility management services. We serve a variety 
of industries and have industry vertical specific specialization in airports, healthcare facilities, hotels, municipalities and government 
facilities, commercial real estate, residential communities, retail operations, and colleges and universities. 

We operate our clients' facilities through two primary types of arrangements: management contracts and leases.

•  Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also 

receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary 
services. Typically, all of the underlying revenue and expenses under a standard management contract flow through to 
our client rather than to us.

•  Under a lease, we generally pay to the property owner either a fixed annual rent, a percentage of gross customer 
collections, or a combination of both. Under a lease, we collect all revenue and are responsible for most operating 
expenses, but typically are not responsible for major maintenance, capital expenditures or real estate taxes.

2

As of December 31, 2016, we operated approximately 81% of our locations under management contracts, and approximately 19%
of our locations under leases. We held a partial ownership interest in two parking facilities (one leased and one managed) as of 
December 31, 2016 and three parking facilities (two leased and one managed) as of December 31, 2015.

Our revenue is derived from a broad and diverse group of clients, industry vertical markets and geographies. Our clients include 
some of North America's largest private and public owners, municipalities, managers and developers of major office buildings, 
residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, 
hotels,  and  healthcare  facilities.  No  single  client  accounted  for  more  than  9%  of  our  revenue,  net  of  reimbursed  management 
contract revenue, or more than 3% of our gross profit for the year ended December 31, 2016.  Additionally, we have built a diverse 
geographic footprint that as of December 31, 2016 included operations in 45 states, the District of Columbia and Puerto Rico, and 
municipalities,  including  New York,  Los Angeles,  Chicago,  Boston,  Washington  D.C.  and  Houston,  among  others,  and  three 
Canadian  provinces.  Our  strategy  is  focused  on  building  scale  and  leadership  positions  in  large,  strategic  markets  in  order  to 
leverage the advantages of scale across a larger number of parking locations in a single market.

While  a  large  share  of  our  operating  arrangements  are  fixed-fee  management  contracts,  we  continue  to  grow  our  lease  and 
management contract businesses. Generally, management contracts provide us with insulation from economic cycles and enhance 
our earnings visibility because our management contract revenue does not fluctuate materially in relation to variations in parking 
volumes; our lease contracts may experience variability, as revenues typically increase in periods of improving macroeconomic 
conditions through increased parking volumes and typically decrease during periods of deteriorating macroeconomic conditions 
through reduced parking volumes.

Our ability to innovate operations by integrating and incorporating appropriate technologies into our service lines allows us to further 
strengthen our relationships with clients, improve cost efficiency, enhance customer service and introduce new customer facing 
services. We also innovate through application of our in-house interactive marketing expertise and digital advertising to increase 
parking demand, development of electronic payment tools to increase customer convenience and streamline revenue processes, 
the use of advanced video and intercom services to enhance customer service to parking patrons 24-hours-a-day, the creation of 
our  remote  management  services  technology  and  operating  center  that  enables  us  to  remotely  monitor  facilities  and  parking 
operations, the use of our License Plate Recognition (LPR) system and video analytics for car counting, on-street enforcement and 
enhanced security and our proprietary MPM Plus® monthly parker management and billing system provides comprehensive and 
reliable billing of the parking-related provisions of multi-year commercial tenant leases.

We continue to be the market leader in the implementation of remote parking management services using technology that enables 
us to monitor parking operations from a remote, off-site location and provide 24-hour-a-day customer assistance. In addition, we 
provide subject matter expertise and other consulting services related to revenue control equipment. We also utilize mobile payment 
technology, including mobile payment apps, providing our customers with flexibility to meet their parking needs. Finally, we continue 
to  utilize  and  provide  leading  on-demand  and  prepaid  transaction  processing  technology  for  on-  and  off-street  parking  and 
transportation services. 

As of December 31, 2016, we managed 3,686 parking facility locations containing approximately 2.0 million parking spaces in 
357 cities, operated 78 parking-related service centers serving 73 airports, operated a fleet of approximately 700 shuttle buses 
carrying  approximately  42.3  million  passengers  per  year,  operated    652  valet  locations  and  employed  a  professional  staff  of 
approximately 22,500 people.

Services

As a professional parking management company, we provide a comprehensive, turn-key package of parking services to our clients. 
Under a typical management contract structure, we are responsible for providing and supervising all personnel necessary to facilitate 
daily  parking  operations  including  cashiers,  porters,  valet  attendants,  managers,  bookkeepers,  and  a  variety  of  maintenance, 
marketing, customer service, and accounting and revenue control functions.

Beyond  the  conventional  parking  facility  management  services  described  above,  we  also  offer  an  expanded  range  of  ground 
transportation and ancillary services. For example:

•  We provide shuttle bus vehicles and the drivers to operate, for example; through on-airport car rental operations as well 

as private off-airport parking locations.

•  We provide ground transportation services, such as taxi and livery dispatch services, as well as concierge-type ground 

transportation information and support services for arriving passengers

•  We provide on-street parking meter collection and other forms of parking enforcement services.

•  We provide remote parking management services using technology that enables us to monitor parking operations from 

a remote, off-site location and provide 24-hour-a-day customer assistance (including remedying equipment 
malfunctions).

•  We provide innovative and environmentally compliant facility maintenance services, including power sweeping and 

washing, painting and general repairs, as well as cleaning and seasonal services.

•  We provide comprehensive security services including the training and hiring of security officers and patrol, as well as 

customized services and technology that are efficient and appropriate for the property involved. 

3

•  We provide multi-platform marketing services including SP+ branded websites which offer clients a unique platform for 

marketing their facilities, mobile apps, search marketing, email marketing and social media campaigns.

Industry Overview

Overview

The parking industry is large and fragmented and includes companies that provide temporary parking spaces for vehicles on an 
hourly, daily, weekly, or monthly basis along with providing various ancillary services. A substantial number of companies in the 
industry offer parking services as a non-core operation in connection with property management or ownership, and the vast majority 
of  companies  in  the  industry  are  small,  private  and  operate  a  limited  number  of  parking  facilities. Additionally,  technological 
advancements are having an impact on both consumer behavior and parking services technology.  Accordingly, the industry remains 
highly fragmented and dynamic. From time to time, smaller operators find they lack the financial resources, economies of scale 
and/or management techniques required to compete for the business of increasingly sophisticated clients or family owners face 
difficult  generational  transfers.  We  expect  this  trend  to  continue  and  will  provide  larger  parking  management  companies  with 
opportunities to expand their businesses and acquire smaller operators. We also expect that small new operators will continue to 
enter the market as they have for the past several decades.

Industry Operating Arrangements

Parking facilities operate under three general types of arrangements:

•  management contract;

• 

• 

lease; and

ownership.

The general terms and benefits of these three types of arrangements are as follows:

Management Contract

Under a management contract, the facility operator generally receives a base monthly fee for managing the facility and may receive 
an incentive fee based on the achievement of facility performance objectives. Facility operators also generally charge fees for 
various ancillary services such as accounting support services, equipment leasing and consulting. Primary responsibilities under 
a management contract include hiring, training and staffing parking personnel, and providing revenue collection, accounting, record-
keeping, insurance and facility marketing services. The facility owner usually is responsible for operating expenses associated with 
the facility's operation, such as taxes, license and permit fees, insurance costs, payroll and accounts receivable processing and 
wages of personnel assigned to the facility, although some management contracts, typically referred to as "reverse" management 
contracts, require the facility operator to pay certain of these cost categories but provide for payment to the operator of a larger 
management fee. Under a management contract, the facility owner usually is responsible for non-routine maintenance and repairs 
and capital improvements, such as structural and significant mechanical repairs. Management contracts are typically for a term of 
one to three years (although the contracts may often be terminated, without cause, on 30-days' notice or less) and may contain 
renewal clauses.

Lease

Under a lease, the parking facility operator generally pays to the property owner a fixed base rent, percentage rent that is tied to 
the facility's financial performance, or a combination of both. The parking facility operator collects all revenue and is responsible 
for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. In 
contrast to management contracts, leases typically are for terms of three to ten years, often contain a renewal term, and provide 
for a fixed payment to the facility owner regardless of the facility's operating earnings. Many of these leases may be canceled by 
the client for various reasons, including development of the real estate for other uses and other leases may be canceled by the 
client on as little as 30 days' notice without cause. Leased facilities generally require larger capital investment by the parking facility 
operator than do managed facilities and therefore tend to have longer contract periods.

Ownership

Ownership of parking facilities, either independently or through joint ventures entails greater potential risks and rewards than either 
managed or leased facilities. All owned facility revenue flows directly to the owner, and the owner has the potential to realize benefits 
of appreciation in the value of the underlying real estate. Ownership of parking facilities usually requires large capital investments, 
and the owner is responsible for all obligations related to the property, including all structural, mechanical and electrical maintenance 
and repairs and property taxes.

4

Industry Growth Dynamics

A  number  of  industry  trends  should  facilitate  growth  for  larger  outsourced  commercial  parking  facility  management  providers, 
including the following:

Opportunities From Large Property Managers, Owners and Developers.    As a result of past industry consolidation, there is a 
significant number of national property managers, owners and developers that own or manage multiple locations. Sophisticated 
property owners consider parking a profit center that experienced parking facility management companies can maximize. This 
dynamic  generally  favors  larger  parking  facility  operators  that  can  provide  specialized,  value-added  professional  services  with 
nationwide coverage.

Outsourcing of Parking Management and Related Services.    Growth in the parking management industry has resulted from a 
general  trend  by  parking  facility  owners  to  outsource  the  management  of  their  parking  and  related  operations  to  independent 
operators. We believe that entities such as large property managers, owners and developers, as well as cities, municipal authorities, 
hospitals and universities, in an effort to focus on their core competencies, reduce operating budgets and increase efficiency and 
profitability, will continue and perhaps increase the practice of retaining parking management companies to operate facilities and 
provide related services, including shuttle bus operations, municipal meter collection and valet parking.

Vendor Consolidation.    Based on interactions with our clients, we believe that many parking facility owners and managers are 
evaluating the benefits of reducing the number of parking facility management relationships they maintain. We believe this is a 
function of the desire to reduce costs associated with interacting with a large number of third-party suppliers coupled with the desire 
to foster closer inter-company relationships. By limiting the number of outsourcing vendors, companies will benefit from suppliers 
who will invest the time and effort to understand every facet of the client's business and industry and who can effectively manage 
and handle all aspects of their daily requirements. We believe a trend towards vendor consolidation can benefit a company like 
ours, given our national footprint and scale, extensive experience, broad process capabilities and a demonstrated ability to create 
value for our clients.

Industry Consolidation.    The parking management industry is highly fragmented, with hundreds of small regional or local operators. 
We believe national parking facility operators have a competitive advantage over local and regional operators by reason of their:

• 

• 

• 

• 

broad product and service offerings;

deeper and more experienced management;

efficient cost structure due to economies of scale; and

financial resources to invest in infrastructure and information systems.

General Business Trends

We believe that sophisticated commercial real estate developers and property managers and owners recognize the potential for 
parking and related services to be a profit generator rather than a cost center. Often, the parking experience makes both the first 
and the last impressions on their properties' tenants and visitors. By outsourcing these services, they are able to capture additional 
profit by leveraging the unique operational skills and controls that an experienced parking management company can offer. Our 
ability  to  consistently  deliver  a  uniformly  high  level  of  parking  and  related  services,  including  the  use  of  various  technological 
enhancements, allows us to maximize the profit to our clients and improves our ability to win contracts and retain existing locations. 

Our Competitive Strengths

We believe we have the following key competitive strengths:

A Leading Market Position with a Unique Value Proposition.  We are one of the leading providers of parking management, ground 
transportation and other ancillary services, to commercial, institutional, and municipal clients in the United States, Puerto Rico and 
Canada. We market and offer many of our services under our SP+ brand, which reflects our ability to provide customized solutions 
and meet the varied demands of our diverse client base and their wide array of property types. We can augment our parking services 
by providing our clients with related services through our SP+ Facility Maintenance, SP+ GAMEDAY, SP+ Transportation, SP
+ Event Logistics and, in certain sections of the country and Canada, SP+ Security service lines, thus enabling our clients to 
efficiently address various needs through a single vendor relationship. We believe our ability to offer a comprehensive range of 
services on a national basis is a significant competitive advantage and allows our clients to attract, service and retain customers, 
gain access to the breadth and depth of our service and process expertise, leverage our significant technology capabilities and 
enhance their parking facility revenue, profitability and cash flow. 

Our Scale and Diversification.    Expanding our client base, industry vertical markets and geographic locations has enabled us to 
significantly enhance our operating efficiency over the past several years by standardizing processes and managing overhead.

•  Client Base.  Our clients include some of the nation's largest private and public owners, municipalities, managers and 

developers of major office buildings, residential properties, commercial properties, shopping centers and other retail 
properties, sports and special event complexes, hotels, and hospitals and medical centers. 

5

• 

Industry Vertical Markets.  We believe that our industry vertical market diversification, such as colleges and universities, 
healthcare, municipalities, hospitality and event services, allows us to minimize our exposure to industry-specific 
seasonality and volatility. We believe that the breadth of end-markets we serve and the depth of services we offer to 
those end-markets provide us with a broader base of customers that we can target.

•  Geographic Locations.  We have a diverse geographic footprint that includes operations in 45 states, the District of 

Columbia, Puerto Rico and three Canadian provinces as of December 31, 2016. 

Stable Client Relationships.    We have a track record of providing our clients and parking customers with a consistent, value-added 
and high quality parking facility management experience, as reflected by our high location retention rates. Managers, property 
owners and developers continue to outsource the management of their parking operations and look to consolidate the number of 
their outsourcing providers; we believe this trend has meaningful benefits to companies like ours, which has a national footprint 
and scale, extensive industry experience, broad process capabilities, and a demonstrated ability to create value for our clients.

Established Platform for Future Growth.    We have invested resources and developed a national infrastructure and technology 
platform that is complemented by significant management expertise, which enables us to scale our business for future growth 
effectively and efficiently. We have the ability to transition into a new location very quickly, from the simplest to the most complex 
operation, and have experience working with incumbent facility managers to effect smooth and efficient takeovers and integrate 
new locations seamlessly into our operations.

Visible and Predictable Business Model.    We believe that our business model provides us with a measure of insulation from broader 
economic  cycles,  because  a  significant  portion  of  our  combined  locations  operates  on  fixed-fee  and  reverse  management  fee 
management contracts that for the most part are not dependent upon the level of utilization of those parking facilities. Additionally, 
because we only have a partial ownership interest in two parking facilities, we have limited the risks of real estate ownership. We 
benefit further from visibility provided by a recurring revenue model reinforced by high location retention rates.

Highly Capital Efficient Business with Attractive Cash Flow Characteristics.    Our business generates attractive cash flow due to 
negative working capital dynamics and our low capital expenditure requirements. 

Focus on Operational Excellence and Human Capital Management.    Our culture and training programs place a continuing focus 
on excellence in the execution of all aspects of day-to-day parking facility operation. This focus is reflected in our ability to deliver 
to our clients a professional, high-quality product through well-trained, service-oriented personnel, which we believe differentiates 
us from our competitors. To support our focus on operational excellence, we manage our human capital through a comprehensive, 
structured  program  that  evaluates  the  competencies  and  performance  of  all  of  our  key  operations  and  administrative  support 
personnel  on  an  annual  basis.    We  have  also  dedicated  significant  resources  to  human  capital  management,  providing 
comprehensive  training  for  our  employees,  delivered  primarily  through  the  use  of  our  web-based  SP+  University™  learning 
management system, which promotes customer service and client retention in addition to providing our employees with continued 
training and career development opportunities.

Our focus on customer service and satisfaction is a key driver of our high location retention rate, which, after excluding the impact 
of certain facilities that were sold as part of the security business in 2015, was approximately 87% and 88% for the years ended 
December 31, 2016 and 2015, respectively.

Focus on Operational Safety Initiatives.    Our culture and training programs continue to place a focus on various safety initiatives 
throughout the organization, as we continue to develop an integrated approach for continuous improvement in our risk and safety 
programs.  We have also dedicated significant resources to our risk and safety programs by providing comprehensive training for 
our employees, delivered primarily through the use of our web-based SP+ University™ learning management system and our     
SP+irit in Safety newsletters.  

Our Growth Strategy

Building on these competitive strengths, we believe we are well positioned to execute on the following growth strategies:

Grow Our Portfolio of Contracts in Existing Geographic Markets.    Our strategy is to capitalize on economies of scale and operating 
efficiencies  by  expanding  our  contract  portfolio  in  our  existing  geographic  markets,  especially  in  our  core  markets. As  a  given 
geographic market achieves a threshold operational size, we typically will establish a local office in order to promote increased 
operating efficiency by enabling local managers to use a common staff for recruiting, training and human resources support. This 
concentration of operating locations allows for increased operating efficiency and superior levels of customer service and retention 
through the accessibility of local managers and support resources.

Increase Penetration in Our Current Industry Vertical Markets.    We believe that a significant opportunity exists for us to further 
expand  our  presence  into  certain  industry  vertical  markets,  such  as  colleges  and  universities,  healthcare,  and  municipalities 
hospitality and events services. In order to effectively target these new markets, we have implemented a go-to-market strategy of 
aligning our business by industry vertical markets and branding our domain expertise through our SP+ operating division designations 
to highlight the specialized expertise, competencies and services that we provide to meet the needs of each particular industry and 
customer. Our developed SP+ brand, which emphasizes our specialized market expertise and distinguishes our ancillary service 
lines from traditional parking, includes a broad array of our operating divisions such as, SP+ Airport Services, SP+ GAMEDAY, 
SP+ Healthcare Services, SP+ Hotel Services, SP+ Municipal Services, SP+ Office Services, SP+ Residential Services, SP

6

+ Retail Services and SP+ University Services, which further highlight the market-specific subject matter expertise that enables 
our professionals to meet the varied parking and transportation-related demands of those specific property types. Because our 
capabilities range beyond parking facility management, our  SP+ Transportation, SP+ Facility Maintenance, and SP+ Event 
Logistics brands more clearly distinguish those service lines from the traditional parking services that we provide under our SP+ 
Parking, Standard Parking, Central Parking and USA Parking brands.  

Expand and Cross-Sell Additional Services to Drive Incremental Revenue.    We believe we have significant opportunities to further 
strengthen our relationships with existing clients, and to attract new clients, by continuing to cross-sell value-added services that 
complement our core parking operations. These services include shuttle bus operations, taxi and livery dispatch services, valet 
services, concierge-type ground transportation, on-street parking meter collection and enforcement, facility maintenance services, 
remote management, parking consulting and billing services.

Expand Our Geographic Platform.    We believe that opportunities exist to further develop new geographic markets through new 
contracts, acquisitions, alliances, joint ventures or partnerships. Clients who outsource the management of their parking operations 
often have a presence in a variety of urban markets and seek to outsource the management of their parking facilities to a national 
provider.  We  continue  to  focus  on  leveraging  relationships  with  existing  clients  that  have  locations  in  multiple  markets  as  one 
potential entry point into developing new core markets.

Focus  on  Operational  Efficiencies  to  Further  Improve  Profitability.    We  have  invested  substantial  resources  in  information 
technology and continually seek to consolidate various corporate functions where possible in order to improve our processes and 
service offerings. In addition, we will continue to evaluate and improve our human capital management to ensure a consistent and 
high-level of service for our clients. The initiatives undertaken to date in these areas have improved our cost structure and enhanced 
our financial strength, which we believe will continue to yield future benefits.  SP+ Remote Management Services allows us to 
provide remote parking management services, whereby personnel are able to monitor revenue and other aspects of a parking 
operation and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions). After consolidating remote 
operations, we have begun expanding the locations where our remote management technology is installed. We expect this business 
to grow as clients focus on improving the profitability of their parking operations by decreasing labor costs at their locations through 
remote management.

Pursue  Opportunistic,  Strategic Acquisitions.    The  outsourced  parking  management  industry  remains  highly  fragmented  and 
presents a significant opportunity for us. Given the scale in our existing operating platform, we have a demonstrated ability to 
successfully identify, acquire and integrate strategic acquisitions and investments, such as Central in 2012 and our minority interest 
investment in Parkmobile in 2014. We will continue to selectively pursue acquisitions and joint venture investment opportunities 
that help us acquire scale or further enhance our service capabilities.

Grow the Hospitality Business.    SP+ is a leader in the valet industry, and management continues to believe there is significant 
opportunity to use SP+'s capabilities to develop a national valet business. Our objective is to focus on the most important aspects 
of the valet business promptly upon obtaining a new location, from the first contact with a potential customer to the execution of 
our services. Given the importance of neat, clean and polite service, the success of our valet business is dependent upon ensuring 
that its valet associates deliver excellent service every day. To accomplish this objective, our SP+ University™ provides training 
to its valet associates. SP+ University™ continuously provides training to our valet professionals to become an integrated extension 
of our clients' staff and blend seamlessly into the overall hospitality experience. 

Business Development

Our efforts to attract new clients are primarily concentrated in and coordinated by a dedicated business development group, whose 
background and expertise is in the field of sales and marketing, and whose financial compensation is determined to a significant 
extent by their business development success. This business development group is responsible for forecasting sales, maintaining 
a pipeline of prospective and existing clients, initiating contacts with such clients, and then following through to coordinate meetings 
involving those clients and the appropriate members of our operations hierarchy. By concentrating our sales efforts through this 
dedicated  group,  we  enable  our  operations  personnel  to  focus  on  achieving  excellence  in  our  parking  facility  operations  and 
maximizing our clients' parking profits and our own profitability.

We also place a specific focus on marketing and client relationship efforts that pertain to those clients having a large regional or 
national presence.  Accordingly, we assign a dedicated executive to those clients to manage the overall client relationship, address 
any existing portfolio issues as well as to reinforce existing and develop new account relationships, and to take any other action 
that may further our business development interests.

Competition

The parking industry is fragmented and highly competitive. We face direct competition for additional facilities to manage or lease, 
while our facilities themselves compete with nearby facilities for our parking customers and in the labor market generally for qualified 
employees. There are only a few national parking management companies that compete with us. However, we also face competition 
from numerous smaller, locally owned independent parking operators, as well as from developers, hotels, national financial services 
companies and other institutions that manage their own parking facilities as well as facilities owned by others. Many municipalities 
and other governmental entities also operate their own parking facilities. Additionally, technological factors which improve ride-
sharing  capabilities  and  increase  the  use  of  parking  aggregators  can  impact  our  business.  Some  of  our  present  and  potential 
competitors have or may obtain greater financial and marketing resources than we have, which may negatively impact our ability 

7

to retain existing contracts and gain new contracts. We also face significant competition in our efforts to provide ancillary services 
such as shuttle bus services and on-street parking enforcement because a number of large companies specialize in these services. 

We believe that we compete for management clients based on a variety of factors, including fees charged for services, ability to 
generate revenues and control expenses for clients, accurate and timely reporting of operational results, quality of customer service, 
and ability to anticipate and respond to industry changes. Factors that affect our ability to compete for leased locations include the 
ability to make financial commitments, long-term financial stability, and the ability to generate revenues and control expenses. 
Factors affecting our ability to compete for employees include wages, benefits and working conditions.

Support Operations

We maintain regional and city offices throughout the United States, Puerto Rico and Canada in order to support approximately 
22,500 employees and 3,686 locations. These offices serve as the centralized locations through which we provide the employees 
to staff our parking facilities as well as the on-site and support management staff to oversee those operations. Our administrative 
staff accountants are based in those same offices and facilitate the efficient, accurate and timely production and delivery of client 
deliverables, such as monthly reporting, etc.  Having these all-inclusive operations and accounting teams located in regional and 
city offices throughout the United States, Puerto Rico and Canada allows us to add new locations seamlessly and in a cost-efficient 
manner.

Our overall basic corporate functions in the areas of finance, human resources, risk management, legal, purchasing and procurement, 
general administration, strategy and information and technology are based in our Chicago corporate office and Nashville support 
office.

Clients and Properties

Our client base includes a diverse cross-section of public and private owners of commercial, institutional and municipal real estate.

Employees

As of December 31, 2016, we employed 22,490 individuals, including 13,743 full-time and 8,747 part-time employees and as of 
December 31, 2015, we employed 21,974 individuals, including 13,187 full-time and 8,787 part-time employees. Approximately 
31% of our employees are covered by collective bargaining agreements and represented by labor unions. Various union locals 
represent parking attendants and cashiers in the following cities: Atlanta, Akron (OH), Baltimore, Boston, Buffalo, Chicago, Cleveland, 
Dallas, Denver, Detroit, Jersey City, Kansas City, Las Vegas, Long Beach (CA), Los Angeles, Manchester (NH), Miami, New York 
City, Newark, Philadelphia, Pittsburgh, Portland, Rochester, San Francisco, San Jose, San Juan (Puerto Rico), Santa Monica, 
Seattle, Syracuse and Washington, DC.

We are frequently engaged in collective bargaining negotiations with various union locals. No single collective bargaining agreement 
covers a material number of our employees. We believe that our employee relations are generally good.

Insurance

We  purchase  comprehensive  liability  insurance  covering  certain  claims  that  occur  in  the  operations  that  we  lease  or  manage 
including coverage for general/garage liability, garage keepers legal liability, and auto liability. In addition, we purchase workers' 
compensation insurance for all eligible employees and umbrella/excess liability coverage. Under our various liability and workers' 
compensation insurance policies, we are obligated to pay directly or reimburse the insurance carrier for the deductible / retention 
amount for each loss covered by our general/garage liability, our automobile liability, our workers' compensation, and our garage 
keepers legal liability policy. As a result, we are effectively self-insured for all claims up to the deductible / retention amount for each 
loss. We also purchase property insurance that provides coverage for loss or damage to our property and in some cases our clients' 
property, as well as business interruption coverage for lost operating income and certain associated expenses. Because of the size 
of the operations covered and our claims experience, we purchase insurance policies at prices that we believe represent a discount 
to the prices that would typically be charged to parking facility owners on a stand-alone basis. The clients for whom we operate 
parking facilities pursuant to management contracts have the option of purchasing their own liability insurance policies (provided 
that we are named as an additional insured party), but historically most of our clients have chosen to obtain insurance coverage 
by being named as additional insureds under our master liability insurance policies. Pursuant to our management contracts, we 
charge those clients an allocated portion of our insurance-related costs.

We provide group health insurance with respect to eligible full-time employees (whether they work at leased facilities, managed 
facilities or in our support offices). We self-insure the cost of the medical claims for these participants up to a stop-loss limit. Pursuant 
to our management contracts, we charge those clients an allocated portion of our insurance-related costs.

8

Regulation

Our business is subject to numerous federal, state and local laws and regulations, and in some cases, municipal and state authorities 
directly regulate parking facilities. Our facilities in New York City are, for example, subject to extensive governmental restrictions 
concerning automobile capacity, pricing, structural integrity and certain prohibited practices. Many cities impose a tax or surcharge 
on parking services, which generally range from 10% to 50% of revenues collected. We collect and remit sales/parking taxes and 
file tax returns for and on behalf of our clients and ourselves. We are affected by laws and regulations that may impose a direct 
assessment on us for failure to remit sales/parking taxes or to file tax returns for ourselves and on behalf of our clients.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of 
real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. 
Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence 
of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for any 
such costs.

Several state and local laws have been passed in recent years that encourage car-pooling and the use of mass transit or impose 
certain restrictions on automobile usage. These types of laws have adversely affected our revenues and could continue to do so 
in  the  future.  For  example,  the  City  of  New York  imposed  restrictions  in  the  wake  of  the  September 11  terrorist  attacks,  which 
included street closures, traffic flow restrictions and a requirement for passenger cars entering certain bridges and tunnels to have 
more than one occupant during the morning rush hour. It is possible that cities could enact additional measures such as higher 
tolls, increased taxes and vehicle occupancy requirements in certain circumstances, which could adversely impact us. We are also 
affected by zoning and use restrictions and other laws and regulations that are common to any business that deals with real estate.

In addition, we are subject to laws generally applicable to businesses, including but not limited to federal, state and local regulations 
relating  to  wage  and  hour  matters,  employee  classification,  mandatory  healthcare  benefits,  unlawful  workplace  discrimination, 
human rights laws and whistle blowing. Several cities in which we have operations either have adopted or are considering the 
adoption of so-called "living wage" ordinances, which could adversely impact our profitability by requiring companies that contract 
with local governmental authorities and other employers to increase wages to levels substantially above the federal minimum wage. 
In addition, we are subject to provisions of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), and related 
regulations. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, 
even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results 
of operations.

In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the vehicles 
and the drivers to operate these transportation services. The U.S. Department of Transportation and various state agencies exercise 
broad powers over these transportation services, including, licensing and authorizations, safety and insurance requirements. Our 
employee  drivers  must  also  comply  with  the  safety  and  fitness  regulations  promulgated  by  the  Department  of Transportation, 
including those related to drug and alcohol testing and service hours. We may become subject to new and more restrictive federal 
and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our 
operating costs.

We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card 
transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. These laws 
and these industry standards impose substantial financial penalties for non-compliance.

Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including the Americans 
with Disabilities Act (the "ADA"). Under the ADA, all public accommodations, including parking facilities, are required to meet certain 
federal requirements related to access and use by disabled persons. For example, the ADA requires parking facilities to include 
handicapped spaces, headroom for wheelchair vans, attendants' booths that accommodate wheelchairs and elevators that are 
operable by disabled persons. When negotiating management contracts and leases with clients, we generally require that the 
property owner contractually assume responsibility for any ADA liability in connection with the property. There can be no assurance, 
however, that the property owner has assumed such liability for any given property and there can be no assurance that we would 
not be held liable despite assumption of responsibility for such liability by the property owner. Management believes that the parking 
facilities we operate are in substantial compliance with ADA requirements.

Regulations by the Federal Aviation Administration (the "FAA") may affect our business. The FAA generally prohibits parking within 
300 feet of airport terminals during times of heightened alert. The 300 foot rule and new regulations may prevent us from using a 
number of existing spaces during heightened security alerts at airports. Reductions in the number of parking spaces may reduce 
our gross profit and cash flow for both our leased facilities and those facilities we operate under management contracts.

9

Intellectual Property

SP Plus® and the SP+® and the SP+ logo, SP+ GAMEDAY®, Innovation In Operation®, Standard Parking® and the Standard 
Parking logo, CPC®, Central Parking System®, Central Parking Corporation®, USA Parking®, Focus Point Parking® and Allright 
Parking® are service marks registered with the United States Patent and Trademark Office. In addition, we have registered the 
names and, as applicable, the logos of all of our material subsidiaries and divisions as service marks with the United States Patent 
and Trademark Office or the equivalent state registry. We invented the Multi-Level Vehicle Parking Facility musical Theme Floor 
Reminder System. We have also registered the copyright rights in our proprietary software, such as Client View©, Hand Held 
Program©, License Plate Inventory Programs© and ParkStat© with the United States Copyright Office. We also own the URL 
parking.com.

Corporate Information

Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports 
filed  or  furnished  pursuant  to  Section 13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934  are  available  free  charge  at 
www.spplus.com as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange 
Commission ("SEC"). We provide references to our website for convenience, but our website is not incorporated into this or any of 
our other filings with the SEC.

10

Item 1A.    Risk Factors

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding 
any  statement  in  this  Form 10-K  or  elsewhere.  The  following  information  should  be  read  in  conjunction  with  Part II,  Item 7. 
"Management's  Discussion  and  Analysis  of  Financial  Condition  and  Results  of  Operations"  and  the  Consolidated  Financial 
Statements and related notes in Part IV, Item 15. "Exhibits and Financial Statement Schedules" of this Form 10-K.

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently 
known or unknown, including but not limited to those described below. Any one or more of such factors could directly or indirectly 
cause the Company's actual results of operations and financial condition to vary materially from past or anticipated future results 
of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect the Company's 
business, financial condition, results of operations and stock price.

Because of the following factors, as well as other factors affecting the Company's financial condition and operating results, past 
financial  performance  should  not  be  considered  to  be  a  reliable  indicator  of  future  performance,  and  investors  should  not  use 
historical trends to anticipate results or trends in future periods.

We are subject to intense competition that could constrain our ability to gain business and adversely impact our profitability.

We believe that competition is intense in the parking facility management, valet, transportation services and event management 
businesses,  including  other  ancillary  services  that  we  offer. The  low  cost  of  entry  into  the  parking  facility  management,  valet, 
transportation services and event management businesses have led to a strongly competitive, fragmented markets consisting of 
various sized entities, ranging from small local or single lot operators to large regional and national businesses and multi-facility 
operators, as well as governmental entities that choose not to outsource their parking operations. Competitors may be able to adapt 
more quickly to changes in customer requirements, devote greater resources to the promotion and sale of their services or develop 
technology that is as or more successful than our proprietary technology. We provide nearly all of our services under contracts, 
many of which are obtained through competitive bidding, and many of our competitors also have long-standing relationships with 
our clients. Providers of parking facility management services have traditionally competed on the basis of cost and quality of service. 
As we have worked to establish ourselves as principal members of the industry, we compete predominately on the basis of high 
levels of service and strong relationships. We may not be able to, or may choose not to, compete with certain competitors on the 
basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage. Furthermore, 
these strong competitive pressures could impede our success in bidding for profitable business and our ability to increase prices 
even as costs rise, thereby reducing margins.

Changing consumer preferences may lead to a decline in parking demand, which could have a material adverse impact 
on our business, financial condition and results of operations.

Ride sharing services such as Uber and Lyft and car sharing services like Zipcar, along with the potential for driverless cars, may 
lead to a decline in parking demand in cities and urban areas. While we devote considerable effort and resources to analyze and 
respond  to  consumer  preferences  and  changes  to  consumer  preferences  and  the  markets  in  which  we  operate,  consumer 
preferences cannot be predicted with certainty and can change rapidly. Additionally, changes in consumer behaviors by using mobile 
phone applications and on-line parking reservation services that help drivers reserve parking with garage, lots and individual owner 
spaces cannot be predicted with certainty and could change current customers' parking preferences.  If we are unable to anticipate 
and respond to trends in the consumer marketplace and the industry, including but not limited to market displacement by livery 
service companies, car sharing companies and changing technologies, it could constrain our business and have a material and 
adverse impact on our business, financial condition and results of operations.

We may have difficulty obtaining coverage for certain insurable risks or obtaining coverage for certain insurable risks at 
a reasonable cost and are subject to volatility associated with our high deductible / retention insured and self-insured 
programs including the possibility that changes in estimates of ultimate insurance losses could result in a material change 
against our operating results.

We use a combination of insured and self-insured programs to cover workers compensation, general liability, automobile liability, 
property damage and other insurable risks and provide liability and workers' compensation insurance coverage consistent with our 
obligations to our clients under our various management contracts and leases.  We are responsible for claims in excess of our 
retained limits under our insurance policies, and while we endeavor to purchase insurance coverage that is appropriate to our 
assessment of risk, we are unable to predict with certainty the frequency, nature or magnitude of claims or direct or consequential 
damages.  We are obligated to reimburse our insurance carriers for, or pay directly, each loss incurred up to the amount of a specified 
deductible or self-insured retention amount. We also purchase property insurance that provides coverage for loss or damage to 
our property, and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain 
associated expenses. The deductible or retention applicable to any given loss under the property insurance policies varies based 
upon the insured values and the peril that causes the loss. Our financial statements reflect our funding of all such obligations based 
upon guidance and evaluation received from third-party insurance professionals. There can be no assurance, however, that the 
ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set 
aside additional funds to reserve for any such excess. We also purchase property insurance that provides coverage for loss or 
damage to our property, and in some cases our clients' property, as well as business interruption coverage for lost operating income 
and certain associated expenses. The deductible applicable to any given loss under the property insurance policies varies based 

11

upon the insured values and the peril that causes the loss. Our financial statements reflect our funding of all such obligations based 
upon guidance and evaluation received from third-party insurance professionals. There can be no assurance, however, that the 
ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set 
aside additional funds to reserve for any such excess.   

The determination of required insurance reserves is dependent upon significant actuarial judgments.  We use the results of actuarial 
studies to estimate insurance rates and insurance reserves for future periods and adjust reserves as appropriate for the current 
year and prior years.  Changes in insurance reserves as a result of periodic evaluations of the liabilities can cause swings in operating 
results that may not be indicative of the operations of our ongoing business.  Actual experience related to our insurance reserves 
can cause us to change our estimates for reserves and any such changes may materially impact results, causing significant volatility 
in our operating results.  Additionally, our obligations could increase if we receive a greater number of insurance claims, or if the 
severity of, or the administrative costs associated with, those claims generally increases.

Recent consolidation of entities in the insurance industry could impact our ability to obtain or renew policies at competitive rates. 
Should we be unable to obtain or renew our excess, umbrella, or other commercial insurance policies at competitive rates, it could 
have a material adverse impact on our business, as would the incurrence of catastrophic uninsured claims or the inability or refusal 
of our insurance carriers to pay otherwise insured claims.  Further, to the extent that we self-insure our losses, deterioration in our 
loss control and/or continuing claim management efforts could increase the overall costs of claims within our retained limits.  A 
material change in our insurance costs due to changes in frequency of claims, the severity of claims, the costs of excess/umbrella 
premiums, regulatory changes, or consolidation of entities within the insurance industry could have a material adverse effect on 
our financial position, results of operations, or cash flows.

Our management contracts and leases expose us to certain risks.

The loss or renewal on less favorable terms of a substantial number of management contracts or leases could have a material 
adverse effect on our business, financial condition and results of operations. A material reduction in the operating income associated 
with  the  integrated  services  we  provide  under  management  contracts  and  leases  could  have  a  material  adverse  effect  on  our 
business, financial condition and results of operations. Our management contracts are typically for a term of one to three years, 
although the contracts may often be terminated, without cause, on 30-days' notice or less, giving clients regular opportunities to 
attempt to negotiate a reduction in fees or other allocated costs. Any loss of a significant number of clients could in the aggregate 
materially adversely affect our operating results.

We are particularly exposed to increases in costs for locations that we operate under leases because we are generally responsible 
for all the operating expenses of our leased locations. During the first and fourth quarters of each year, seasonality generally impacts 
our performance with regard to moderating revenues, with the reduced levels of travel most clearly reflected in the parking activity 
associated with our airport and hotel businesses as well as increases in certain costs of parking services, such as snow removal, 
all of which negatively affects gross profit.

Deterioration in economic conditions in general could reduce the demand for parking and ancillary services and, as a 
result, reduce our earnings and adversely affect our financial condition.

Adverse changes in global, national and local economic conditions could have a negative impact on our business. In addition, our 
business operations tend to be concentrated in large urban areas. Many of our customers are workers who commute by car to their 
places of employment in these urban centers. Our business could be materially adversely affected to the extent that weak economic 
conditions or demographic factors have resulted in the elimination of jobs and high unemployment in these large urban areas. In 
addition, increased unemployment levels, the movement of white-collar jobs from urban centers to suburbs or out of North America 
entirely, increased office vacancies in urban areas, movement toward home office alternatives or lower consumer spending could 
reduce consumer demand for our services.

Adverse changes in economic conditions could also lead to a decline in parking at airports and commercial facilities, including 
facilities owned by retail operators and hotels. In particular, reductions in parking at leased facilities can lower our profit because a 
decrease in revenue would be exacerbated by fixed costs that we must pay under our leases.

If adverse economic conditions reduce discretionary spending, business travel or other economic activity that fuels demand for our 
services, our earnings could be reduced. Adverse changes in local and national economic conditions could also depress prices for 
our services or cause clients to cancel their agreements to purchase our services.

We are increasingly dependent on information technology, and potential disruption, cyber-attacks, cyber terrorism and 
security breaches present risks that could harm our business.

We are increasingly centralized and dependent on automated information technology systems to manage and support a variety of 
business processes and activities. In addition, a portion of our business operations is conducted electronically, increasing the risk 
of attack or interception that could cause loss or misuse of data, system failures or disruption of operations. Improper activities by 
third parties, exploitation of encryption technology, new data-hacking tools and discoveries and other events or developments may 
result  in  a  future  compromise  or  breach  of  our  networks,  payment  card  terminals  or  other  payment  systems.  In  particular,  the 
techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until 
launched  against  a  target;  accordingly,  we  may  be  unable  to  anticipate  these  techniques  or  implement  adequate  preventative 
measures. Additionally, our systems are subject to damage or interruption from system conversions, power outages, computer or 

12

telecommunications failures, computer viruses and malicious attack, security breaches and catastrophic events.  If our systems 
are damaged or fail to function properly, we may incur substantial repair and/or replacement costs, experience data loss or theft 
and impediments to our ability to manage customer transactions, which could adversely affect our operations and our results of 
operations. In addition, there is a risk of business interruption, reputational damage and potential legal liability damages from leakage 
of confidential information. The occurrence of acts of cyber terrorism such as website defacement, denial of automated payment 
services, sabotage of our proprietary on-demand technology or the use of electronic social media to disseminate unfounded or 
otherwise harmful allegations to our reputation, could have a material adverse effect on our business. Any business interruptions 
or damage to our reputation could negatively impact our financial condition and results of operations. While we maintain insurance 
coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be 
insufficient to cover all losses potentially incurred and would not remedy damage to our reputation.  We have also implemented 
additional security measures including, for example, forcing our vendors to use two-factor authentication for remote access.

We do not have control over security measures taken by third-party vendors hired by our clients to prevent unauthorized access 
to electronic and other confidential information. There can be no assurance that other third-party payment processing vendors will 
not suffer a similar attack in the future, that unauthorized parties will not gain access to personal financial information, or that any 
such incident will be discovered in a timely manner.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal 
course of business could affect our operations and financial condition.

In the normal course of business, we are from time to time involved in various legal proceedings. The outcome of these legal 
proceedings cannot be predicted. It is possible that an unfavorable outcome of some or all of the matters could cause us to incur 
substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any significant 
adverse litigation, judgments or settlements could have a negative effect on our business, financial condition and results of operations. 
In addition, we are subject to a number of ongoing legal proceedings, and we may incur substantial expenses defending such 
matters and may have judgments levied against us that are substantial and may not be covered by previously established reserves.

We have incurred indebtedness that could adversely affect our financial condition.

As of December 31, 2016, we had total outstanding indebtedness against the Restated Credit Facility of $196.3 million (excluding 
debt discount of $1.2 million and deferred financing costs of $1.6 million). This level of indebtedness and any potential increases 
in outstanding indebtedness:

• 

• 

• 

could require us to dedicate a significant percentage of our cash flow from operations to payments on our debt, thereby 
reducing the availability of cash flow to fund capital expenditures, pursue other acquisitions or investments in new 
technologies, make stock repurchases, pay dividends and for general corporate purposes;

could increase our vulnerability to general adverse economic conditions, including increases in interest rates if the 
borrowings bear interest at variable rates or if such indebtedness is refinanced at a time when interest rates are higher; 
and

could limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry, 
creating competitive disadvantages compared to other competitors with lower debt levels and borrowing costs.

Failure to comply with covenants or meet payment obligations under our credit facility could result in the event of default which, if 
not cured or waived, could result in the acceleration of outstanding debt obligations. 

We may incur additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all 
or a portion of our indebtedness on or before their respective maturities. We cannot assure you that we will be able to refinance 
any of our indebtedness, including indebtedness under our Restated Credit Facility, on commercially reasonable terms or at all. If 
we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of 
debt repayment. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness 
was accelerated.

We must comply with public and private regulations that may impose significant costs on us.

Under various federal, state and local environmental laws, ordinances and regulations, current or previous owners or operators of 
real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in their properties. 
This applies to properties we either own or operate. These laws typically impose liability without regard to whether the owner or 
operator knew of, or was responsible for, the presence of such hazardous or toxic substances. We may be potentially liable for 
such costs as a result of our operation of parking facilities. Additionally, we hold a partial ownership interest in four of these parking 
facilities and companies that we acquired in previous years may have owned a large number of properties that we did not acquire. 
We may now be liable for such costs as a result of such previous and current ownership. In addition, from time to time we are 
involved in environmental issues at certain locations or in connection with our operations. The cost of defending against claims of 
liability, or remediation of a contaminated property, could have a material adverse effect on our business, financial condition and 
results of operations. In addition, several state and local laws have been passed in recent years that encourage carpooling and the 
use of mass transit. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our 
business.

13

In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the vehicles 
and the drivers to operate these transportation services. The U.S. Department of Transportation and various state agencies exercise 
broad powers over these transportation services, including, licensing and authorizations, safety and insurance requirements. Our 
employee drivers must also comply with the safety and fitness regulations promulgated by the U.S. Department of Transportation, 
including those related to drug and alcohol testing and service hours. We may become subject to new and more restrictive federal 
and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our 
operating costs.

We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card 
transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. These laws 
and these industry standards impose substantial financial penalties for non-compliance.

In addition, we are subject to laws generally applicable to businesses, including but not limited to federal, state and local regulations 
relating to wage and hour matters, employee classification, mandatory healthcare benefits, unlawful workplace discrimination and 
whistle blowing. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, 
even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results 
of operations.

We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected by laws 
and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for 
ourselves and on behalf of our clients.

We cannot predict changes in laws and regulations made by the U.S. President, the U.S. President's Administration, or the current 
and future U.S. Congress, but we will monitor developments regarding legislation changes and regulatory shifts.

The financial difficulties or bankruptcy of one or more of our major clients could adversely affect our results.

Future revenue and our ability to collect accounts receivable depend, in part, on the financial strength of our clients. We estimate 
an allowance for accounts we do not consider collectible, and this allowance adversely impacts profitability. In the event that our 
clients experience financial difficulty, become unable to obtain financing or seek bankruptcy protection, our profitability would be 
further impacted by our failure to collect accounts receivable in excess of the estimated allowance. Additionally, our future revenue 
would be reduced by the loss of these clients or by the cancellation of leases or management contracts by clients in bankruptcy.

Our risk management and safety programs may not have the intended effect of allowing us to reduce our insurance costs 
for our insurance programs.

We  continually  attempt  to  mitigate  the  aforementioned  risk  that  our  insurance  coverage  may  be  inadequate  through  the 
implementation of company-wide safety and loss control efforts designed to decrease the incidence of accidents or events that 
might increase our exposure or liability. 

Labor disputes could lead to loss of revenues or expense variations.

When one or more of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing 
drives, we may disagree with the union on important issues that, in turn, could lead to a strike, work slowdown or other job actions. 
There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. In such cases, there 
are no assurances that we would be able to staff sufficient employees for our short-term needs. A strike, work slowdown or other 
job action could in some cases disrupt us from providing services, resulting in reduced revenues. If declines in client service occur 
or if our clients are targeted for sympathy strikes by other unionized workers, contract cancellations could result. The result of 
negotiating a first time agreement or renegotiating an existing collective bargaining agreement could result in a substantial increase 
in labor and benefits expenses that we may be unable to pass through to clients. In addition, potential legislation could make it 
significantly easier for union organizing drives to be successful and could give third-party arbitrators the ability to impose terms of 
collective bargaining agreements upon us and a labor union if we are unable to agree with such union on the terms of a collective 
bargaining  agreement. At  December 31,  2016,  approximately  31%  of  our  employees  were  represented  by  labor  unions  and 
approximately  46%  of  our  collective  bargaining  contracts  are  up  for  renewal  in  2017,  representing  approximately  27%  of  our 
employees. In addition, at any given time, we may face a number of union organizing drives.

In addition, we make contributions to multi-employer benefit plans on behalf of certain employees covered by collective bargaining 
agreements and could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be material.

Our business success depends on retaining senior management and attracting and retaining qualified personnel.

Our future performance depends on the continuing services and contributions of our senior management to execute on our acquisition 
and growth strategies and to identify and pursue new opportunities. Our future success also depends, in large degree, on our 
continued ability to attract and retain qualified personnel. Any unplanned turnover in senior management or inability to attract and 
retain qualified personnel could have a negative effect on our results of operations.

14

Negative or unexpected tax consequences could adversely affect our results of operations.

Adverse changes in underlying profitability and financial outlook of our operations could lead to changes in valuation allowances 
against  our  deferred  tax  assets  on  our  consolidated  balance  sheet,  which  could  materially  and  adversely  affect  our  results  of 
operations. Additionally, changes in U.S. tax laws or state tax laws or our interpretation of existing laws in states where we have 
significant operations could have an adverse effect on deferred tax assets and liabilities on our consolidated balance sheets and 
results of operations. We are also subject to tax audits by governmental authorities in the United States and Canada. Negative 
unexpected results from one or more such tax audits or our failure to sustain our reporting positions on examination could have an 
adverse effect on our results of operations and our effective tax rate.

We have investments in joint ventures and may be subject to certain financial and operating risks with our joint venture 
investments.

We have acquired or invested in a number of joint ventures, and may acquire or enter into joint ventures with additional companies. 
These transactions create risks such as: (i) additional operating losses and expenses in the businesses acquired or joint ventures 
in which we have made investments, (ii) the dependence on the investee's accounting, financial reporting and similar systems, 
controls and processes of other entities whose financial performance is incorporated into our financial results due to our investment 
in that entity, (iii) potential unknown liabilities associated with a company we may acquire or in which we invest, (iv) requirements 
or obligations to commit and provide additional capital, equity, or credit support as required by the joint venture agreements, (v) the 
joint venture partner may be unable to perform its obligations as a result of financial or other difficulties or be unable to provide for 
additional capital, equity or credit support under the joint venture agreements and (vi) disruption of our ongoing business, including 
loss of management focus on the business. As a result of future acquisitions or joint ventures in which we may invest, we may need 
to issue additional equity securities, spend our cash, or incur debt and contingent liabilities, any of which could reduce our profitability 
and harm our business. In addition, valuations supporting our acquisitions or investments in joint ventures could change rapidly 
given the global economic environment and climate. We could determine that such valuations have experienced impairments, 
resulting in other-than-temporary declines in fair value which could adversely impact our financial results.

Weather conditions, including natural disasters, or acts of terrorism could disrupt our business and services.

Weather  conditions,  including  fluctuations  in  temperatures,  hurricanes,  snow  or  severe  weather  storms,  earthquakes,  drought, 
heavy flooding, natural disasters or acts of terrorism may result in reduced revenues and gross profit. Weather conditions, natural 
disasters and acts of terrorism may also cause economic dislocations throughout the country. Weather conditions, including natural 
disasters, could lead to reduced levels of travel and require increase in certain costs of parking services of which could negatively 
affect gross profit. In addition, terrorist attacks have resulted in, and may continue to result in, increased government regulation of 
airlines and airport facilities, including imposition of minimum distances between parking facilities and terminals, resulting in the 
elimination of currently managed parking facilities. We derive a significant percentage of our gross profit from parking facilities and 
parking related services in and around airports. The Federal Aviation Administration generally prohibits parking within 300 feet of 
airport terminals during periods of heightened security. While the prohibition is not currently in effect, there can be no assurance 
that this governmental prohibition will not again be reinstated. The existing regulations governing parking within 300 feet of airport 
terminals or future regulations may prevent us from using certain parking spaces. Reductions in the number of parking spaces and 
air travelers may reduce our revenue and cash flow for both our leased facilities and those facilities we operate under management 
contracts.

Because our business is affected by weather related trends, typically in the first and fourth quarters of each year, our 
results may fluctuate from period to period, which could make it difficult to evaluate our business.

Weather conditions, including fluctuations in temperatures, snow or severe weather storms, heavy flooding, hurricanes or natural 
disasters, can negatively impact portions of our business. We periodically have experienced fluctuations in our quarterly results 
arising from a number of factors, including the following:

• 

• 

reduced levels of travel during and as a result of severe weather conditions, which is reflected in lower revenue from 
urban, airport and hotel parking; and

increased costs of parking services, such as snow removal.

These factors have typically had negative impacts to our gross profit in the first quarter and could cause gross profit reductions in 
the future, either in the first quarter or other quarters. As a result of these seasonal affects, our revenue and earnings in the second, 
third and fourth quarters generally tend to be higher than revenue and earnings in the first quarter. Accordingly, you should not 
consider our first quarter results as indicative of results to be expected for any other quarter or for any full fiscal year. Fluctuations 
in our results could make it difficult to evaluate our business or cause instability in the market price of our common stock.

15

Risks relating to our acquisition strategy may adversely impact our results of operations.

In the past, a significant portion of our growth has been generated by acquisitions, and we expect to continue to acquire businesses 
in the future as part of our growth strategy. A slowdown in the pace or size of our acquisitions could lead to a slower growth rate. 
There can be no assurance that any acquisition we make in the future will provide us with the benefits that we anticipate when 
entering into the transaction. The process of integrating an acquired business may create unforeseen difficulties and expenses. 
The areas in which we may face risks in connection with any potential acquisition of a business include, but are not limited to:

•  management time and focus may be diverted from operating our business to acquisition integration;

• 

• 

• 

• 

clients or key employees of an acquired business may not remain, which could negatively impact our ability to grow that 
acquired business;

integration  of  the  acquired  business’s  accounting,  information  technology,  human  resources,  and  other  administrative 
systems may fail to permit effective management and expense reduction;

implementing internal controls, procedures, and policies appropriate for a public company in an acquired business that 
lacked some of these controls, procedures, and policies may fail;

additional indebtedness incurred as a result of an acquisition may impact our financial position, results of operations, and 
cash flows; and

• 

unanticipated or unknown liabilities may arise relating to the acquired business.

Goodwill impairment charges could have a material adverse effect on our financial condition and results of operations.

Goodwill represents the excess purchase price of acquired businesses over the fair values of the assets acquired and liabilities 
assumed. We have elected to make the first day of our fiscal fourth quarter, October 1st, the annual impairment assessment date 
for goodwill. However, we could be required to evaluate the recoverability of goodwill prior to the annual assessment if we experience 
a significant under-performance relative to expected historical or projected future operating results, significant changes in the use 
of acquired assets or our business strategy, and significant negative industry or economic trends. If the fair value of one of our 
reporting units is less than its carrying value, we would record impairment for the excess of the carrying amount over the estimated 
fair value. The valuation of our reporting units requires significant judgment in evaluation of recent indicators of market activity and 
estimated future cash flows, discount rates, and other factors. Any impairment could have a material adverse effect on our reported 
financial results for the period in which the charge is taken.

Impairment of long-lived assets may adversely affect our operating results.

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount 
of such assets may not be recoverable. These events and circumstances include, but are not limited to, a current expectation that 
a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change 
in the extent or manner in which we use a long-lived asset or a change in its physical condition. When this occurs, a recoverability 
test is performed that compares the projected undiscounted cash flows from the use and eventual disposition of an asset or asset 
group to its carrying amount. If as a result of this test we conclude that the projected undiscounted cash flows are less than the 
carrying amount, impairment would be recorded for the excess of the carrying amount over the estimated fair value. The amount 
of any impairment could have a material adverse effect on our reported financial results for the period in which the charge is taken.

State  and  municipal  government  clients  may  sell  or  enter  into  long-term  leases  of  parking-related  assets  with  our 
competitors or property owners and developers may redevelop existing locations for alternative uses.

In order to raise additional revenue, a number of state and municipal governments have either sold or entered into long-term leases 
of public assets or may be contemplating such transactions. The assets that are the subject of such transactions have included 
government-owned parking garages located in downtown commercial districts and parking operations at airports. The sale or long-
term leasing of such government-owned parking assets to our competitors or clients of our competitors could have a material 
adverse effect on our business, financial condition and results of operations.  

Additionally, property owners and developers may elect to redevelop existing locations for alternative uses other than parking or 
significantly reduce the number of existing spaces used for parking at those facilities in which we either lease or operate through 
a management contract.  Reductions in the number of parking spaces or potential loss of contracts due to redevelopment by property 
owners may reduce our gross profit and cash flow for both our leased facilities and those facilities in which we operate under 
management contracts.  

Our ability to expand our business will be dependent upon the availability of adequate capital.

The rate of our expansion will depend in part on the availability of adequate capital, which in turn will depend in large part on cash 
flow generated by our business and the availability of equity and debt capital. In addition, our Restated Credit Facility contains 
provisions that restrict our ability to incur additional indebtedness and/or make substantial investments or acquisitions. As a result, 
we cannot assure you that we will be able to finance our current growth strategies.

16

The sureties for our performance bond program may elect not to provide us with new or renewal performance bonds for 
any reason.

As is customary in the industry, a surety provider can refuse to provide a bond principal with new or renewal surety bonds. If any 
existing or future surety provider refuses to provide us with surety bonds, either generally or because we are unwilling or unable 
to post collateral at levels sufficient to satisfy the surety's requirements, there can be no assurance that we would be able to find 
alternate providers on acceptable terms, or at all. Our inability to provide surety bonds could also result in the loss of existing 
contracts. Failure to find a provider of surety bonds, and our resulting inability to bid for new contracts or renew existing contracts, 
could have a material adverse effect on our business and financial condition.

Federal health care reform legislation may adversely affect our business and results of operations.

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were 
signed into law in the U.S. (collectively, the "Health Care Reform Laws"). The Health Care Reform Laws require large employers 
to provide a minimum level of health insurance for all qualifying employees or pay penalties for not providing such coverage. In 
addition, the Health Care Reform Laws establish new regulations on health plans. Accordingly, we could incur costs associated 
with: (i) providing additional health insurance benefits; (ii) the payment of penalties if the minimum level of coverage is not provided; 
and (iii) the filing of additional information with the Internal Revenue Service to comply with these laws. 

We cannot predict with certainty what additional healthcare initiatives, if any, will be implemented at the federal or state level, or 
what the ultimate effect of The Health Care Reform Laws or any future legislation or regulation will have on us. In addition, it is 
possible that the new U.S. President's Administration and U.S. Congress may seek to modify, repeal or otherwise invalidate all, or 
certain provisions of, the current health care reform legislation. Further, regardless of the prevailing political environment in the 
United States, if we are unable to raise the rates we charge our clients to cover expenses incurred due to the Health Care Reform 
Laws or other additional healthcare initiatives, our operating profit could be negatively impacted.

We do not maintain insurance coverage for all possible risks.

We maintain a comprehensive portfolio of insurance policies to help protect us against loss or damage incurred from a wide variety 
of insurable risks. Each year, we review with our professional insurance advisers whether the insurance policies and associated 
coverages that we maintain are sufficient to adequately protect us from the various types of risk to which we are exposed in the 
ordinary course of business. That analysis takes into account various pertinent factors such as the likelihood that we would incur 
a material loss from any given risk, as well as the cost of obtaining insurance coverage against any such risk. There can be no 
assurance that we may not sustain a material loss for which we do not maintain any, or adequate, insurance coverage.

Our business success depends on our ability to preserve long-term client relationships. 

We primarily provide services pursuant to agreements that are cancelable by either party upon 30-days’ notice. As we generally 
incur higher initial costs on new contracts, our business associated with long-term client relationships is generally more profitable 
than short-term client relationships. If we lose a significant number of long-term clients, our profitability could be negatively impacted, 
even if we gain equivalent revenues from new clients.

Actions of activist investors could disrupt our business. 

Public companies have been the target of activist investors. In the event that a third-party, such as an activist investor, proposes 
to change our governance policies, board of directors, or other aspects of our operations, our review and consideration of such 
proposals  may  create  a  significant  distraction  for  our  management  and  employees. This  could  negatively  impact  our  ability  to 
execute our long-term growth plan and may require our management to expend significant time and resources. Such proposals 
may also create uncertainties with respect to our financial position and operations and may adversely affect our ability to attract 
and retain key employees.

Item 1B.    Unresolved Staff Comments

Not applicable.

17

Item 2.    Properties

Parking Facilities

We operate parking facilities in 45 states and the District of Columbia in the United States, Puerto Rico and three provinces of 
Canada. The following table summarizes certain information regarding facilities in which we operate as of December 31, 2016:

States/Provinces

Airports and Urban Cities

Airport

Urban

Total

Airport

Urban

Total

# of Locations

# of Spaces

Alabama

Alberta

Arizona
California

Colorado

Airport, Birmingham, and Mobile

Calgary, Edmonton and Sherwood Park

Glendale, Phoenix, Scottsdale and Tempe
Airports, Fresno, Glendale, Long Beach, 
Los Angeles, Newport Beach, Oakland, 
Riverside, Sacramento, San Francisco, 
San Jose, Santa Monica Stockton and 
other various cities

Airport, Aurora, Boulder, Broomfield, 
Colorado Springs, Denver, Golden, 
Greenwood Village, Lakewood, Lone Tree, 
Westminster and other various cities

Connecticut
Delaware

Airport, Bridgeport, Hartford, and Stamford
Wilmington

District of Columbia Washington

Florida

Georgia

Hawaii

Idaho

Illinois

Indiana

Kansas

Kentucky

Louisiana

Maine

Maryland

Massachusetts

Michigan

Minnesota

Mississippi

Missouri

Montana

Nebraska

Airports, Coral Gables, Ft. Lauderdale, 
Jacksonville, Miami, Miami Beach, 
Orlando, South Miami, St. Petersburg, 
Tampa, West Palm Beach and other 
various cities

Airport, Athens, Atlanta, Decatur, and 
Duluth
Airport, Aiea, Honolulu, Kihei, Lahaina, 
Wailuku and Waipahu

Airport

Airport, Chicago, Elgin, Evanston, Harvey, 
Lake County, North Chicago, Oak Park, 
Rosemont, Schaumburg and other various 
cities

Indianapolis and South Bend

Lawrence and Topeka

Airport, Covington, Louisville, Frankfort 
and Lexington

Airports, Baton Rouge, Gretna, New 
Orleans, Shreveport and Westwego

Airports and Portland

Airport, Annapolis, Baltimore, Bethesda, 
Chevy Chase, Ellicott City, Landover, Oxon 
Hill, Rockville and Towson

Attleboro, Boston, Cambridge, 
Charlestown, Chelsea, Lawrence, 
Roxbury, Somerville, Springfield, 
Worcester and various other cities

Airports, Birmingham, Detroit, Pontiac, 
Royal Oak and Warren
Minneapolis and St. Paul

Jackson

Airports, Clayton, Kansas City, and 
St. Louis

Airports 

Airport and Omaha

New Hampshire

Airport

New Jersey

Atlantic City, Bayonne, Camden, East 
Rutherford, Jersey City, New Brunswick, 
Newark, Paterson, Wayne, Weehawken 
and various other cities

New Mexico

Airport and Albuquerque

1

—

—

46

9

22

47

9

22

1,074

—

—

8,500

1,348

19,267

9,574

1,348

19,267

19

580

599

28,756

241,532

270,288

10

8

—

—

24

16

1

1

13

—

—

6

7

3

6

—

14

—

—

161

171

5

5

73

13

5

73

42,056

7,941

—

—

72,813

114,869

3,329

1,634

16,054

11,270

1,634

16,054

209

233

46,602

78,002

124,604

73

42

—

89

43

1

35,367

42,780

78,147

1,663

883

13,907

—

15,570

883

349

362

37,366

137,910

175,276

2

3

39

66

7

65

99

31

36

11

2

3

45

73

10

—

—

570

1,342

570

1,342

16,807

15,578

32,385

10,324

3,081

18,512

2,759

28,836

5,840

71

27,700

62,018

89,718

99

45

36

11

—

33,675

33,675

34,816

—

—

14,429

9,626

3,288

49,245

9,626

3,288

7  

5  

2  

5  

71  

—  

12  

—  

78  

24,876  

29,802  

54,678

5  

14  

5  

3,801  

1,307  

6,236  

—  

2,441  

—  

3,801

3,748

6,236

—  

1  

90  

8  

90  

9  

—  

—  

68,163  

3,777  

68,163

3,777

18

 
 
 
 
 
 
 
 
 
 
States/Provinces

Airports and Urban Cities

Airport

Urban

Total

Airport

Urban

Total

# of Locations

# of Spaces

New York

Airports, Bronx, Brooklyn, Buffalo, 
Flushing, Hamburg, Long Island City, 
Manhattan, Queens, Syracuse, White 
Plains and other various cities

Nevada

Las Vegas

North Carolina

Airports, Albemarle, Asheville, Carolina 
Beach, Charlotte, Durham, Greensboro, 
Wilmington, and Winston Salem

North Dakota

Airport

Ohio

Oklahoma

Ontario

Oregon
Pennsylvania

Puerto Rico

Airports, Akron, Cincinnati, Cleveland, 
Columbus, Dayton, Lakewood, and 
Westerville

Oklahoma City and Tulsa

Brampton, Cambridge, Kitchener, 
Mississauga, North York, Oshawa, Ottawa, 
Sault Ste. Marie, Toronto and various other 
cities

Airports, Corvallis, and Portland
Airports, Chester, Harrisburg, Lancaster, 
Norristown, Philadelphia, and Pittsburgh
Caguas, Carolina, Dorado, Guaynabo, 
Ponce, Rio Grande and San Juan

Quebec

Gatineau

Rhode Island

Airport, Newport, and Providence

South Carolina

Beaufort and Columbia

South Dakota

Airport

Tennessee

Texas

Utah

Virginia

Washington

West Virginia

Wisconsin

Airports, Germantown, Knoxville, Memphis 
and Nashville

Airports, Addison, Austin, Dallas, Ft. Worth, 
Houston, Irving, San Antonio, Waco, 
Woodlands and other various cities
Airport, Park City and Salt Lake City

Airports, Arlington, Fairfax, Manassas, 
Newport News, Norfolk, Richmond, Vienna 
and various other cities
Airports, Bellevue, Seattle, and other 
various cities
Charleston and South Charleston

Airports, Lacrosse, Madison, Menomonee 
Falls and Milwaukee

Totals

7  

263  

270  

11,810  

65,361  

—

21

21

—

35,630

89  

—  

98  

17,208  

23,348  

1  

2,131  

—  

77,171

35,630

40,556

2,131

162  

179  

17,655  

97,171  

114,826

30  

30  

—  

7,530  

7,530

9  

1  

17  

—  

—  

8  

78  

17  

78  

25  

—  

33,406  

19,133  

9,353  

33,406

28,486

4  

65  

69  

6,664  

54,325  

60,989

—  

—  

7  

—  

1  

39  

8  

6  

8  

—  

39  

8  

13  

8  

1  

—  

—  

9,027  

—  

1,800  

18,047  

4,647  

1,484  

1,199  

—  

18,047

4,647

10,511

1,199

1,800

4  

67  

71  

10,197  

15,844  

26,041

42  

10  

7  

2  

—  

209  

251  

53,903  

132,323  

186,226

16  

26  

14,769  

5,536  

20,305

79  

86  

11,280  

35,169  

46,449

87  

17  

89  

17  

2,348  

35,101  

—  

2,950  

37,449

2,950

12  

31  

43  

17,605  

14,065  

31,670

280

3,406

3,686

526,186

1,495,545

2,021,731

For additional information on our properties, see also Part II, Item 7. "Management's Discussion and Analysis of Financial Condition 
and Results of Operations—Summary of Operating Facilities" and the notes to the Consolidated Financial Statements included in 
Part II, Item 8. "Financial Statements and Supplementary Data."

Office Leases

We lease approximately 35,000 square feet for our corporate offices in Chicago, Illinois and 25,000 square feet for our support 
office in Nashville, Tennessee. We believe that these spaces will be adequate to our meet current and foreseeable future needs. 
We also lease regional offices in various cities in the United States and Canada. These lease agreements generally include renewal 
and expansion options, and we believe that these facilities are adequate to meet our current and foreseeable future needs.

19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 3.    Legal Proceedings

General 

We are subject to litigation in the normal course of our business. The outcomes of legal proceedings and claims brought against 
us and other loss contingencies are subject to significant uncertainty. We accrue a charge against income when our management 
determines that it is probable that an asset has been impaired or a  liability has been  incurred and  the  amount  of loss can be 
reasonably estimated. In addition, we accrue for the authoritative judgments or assertions made against us by government agencies 
at the time of their rendering regardless of our intent to appeal. In addition, we are from time-to-time party to litigation, administrative 
proceedings and union grievances that arise in the normal course of business, and occasionally pay non-material amounts to 
resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters that separately or in the 
aggregate, would, in the opinion of management, have a material adverse effect on our operations, financial condition or cash flow.

In determining the appropriate loss contingencies, we consider the likelihood of loss or impairment of an asset or the incurrence of 
a  liability,  as  well  as  our  ability  to  reasonably  estimate  the  amount  of  potential  loss.  We  regularly  evaluate  current  information 
available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur 
and estimating the amount of a potential loss or a range of potential loss involves significant estimation and judgment.

Settlement with Former Central Stockholders

On December 15, 2016, we settled disputes involving our acquisition on October 2, 2012 of 100% of the outstanding common 
shares of KCPC Holdings, Inc., which was the ultimate parent of Central with, among other parties, each of Kohlberg CPC Rep, 
L.L.C.,  KOCO  Investors  V, L.P.,  Kohlberg  Offshore  Investors V, L.P.,  Kohlberg  Investors  V, L.P.,  Kohlberg  Partners  V, L.P.,  and 
Kohlberg TE Investors V, L.P. (collectively, the “Kohlberg Entities”); and each of Versa Capital Fund I, L.P. and Versa Capital Fund 
I Parallel, L.P. (collectively, the “Versa Entities”); and each of Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate 
Parallel  Fund  V, L.P.  (collectively,  “Lubert-Adler  Entities”).  As  of  February 22,  2017,  the  Kohlberg  Entities  collectively  own 
approximately 16.2% of our common stock, the Versa Entities collectively own approximately 2.3% of our common stock, and the 
Lubert-Adler Entities collectively own approximately 6.0% of our common stock. In addition, Paul Halpern, who resigned as a director 
on December 14, 2016, is affiliated with the Versa Entities; and directors Seth H. Hollander, Jonathan P. Ward and Gordon H. 
Woodward are affiliated with the Kohlberg Entities.

The Agreement and Plan of Merger related to the Central Merger (“Merger Agreement”) provided that Central’s former stockholders 
were entitled to receive cash consideration in the amount equal to $27.0 million three years after closing, subject to indemnification 
obligations of Central’s former stockholders and other adjustments.  Post-closing claims and disputes arose between the parties, 
including as to indemnification matters and obligations. On September 27, 2016, the Company and Central's former stockholders 
agreed-upon non-binding terms to settle all outstanding matters between the parties relating to the Central Merger, and on December 
15, 2016 the Company and Central's former stockholders executed a settlement agreement ("Settlement Agreement") to settle all 
outstanding matters between the parties relating to the Central Merger. Pursuant to the Settlement Agreement, we paid Central's 
former stockholders $2.5 million in aggregate, which effectively reduced the $27.0 million cash consideration that would have been 
payable  by  us  to  Central's  former  stockholders  under  the  Merger Agreement  by  $24.5  million.     As  a  result  of  the  Settlement 
Agreement,  we  recorded  $0.8  million  ($0.5  million,  net  of  tax)  within  General  and  administrative  expense  in  the  Consolidated 
Statements of Income during the third quarter 2016.  Additionally and pursuant to the Settlement Agreement, the parties fully released 
one  another  for  claims  relating  to  the  Central  Merger,  and  therefore  we  have  no  further  obligation  to  pay  any  additional  Cash 
Consideration Amount to Central's former stockholders.  See also Note 2. Central Merger and Restructuring, Merger and Integration 
Costs to our Consolidated Financial Statements included in Part IV, Item 15. "Exhibits and Financial Statement Schedules" of this 
Form 10-K.

Holten Settlement

See Note 19. Legal Proceedings to the Condensed Consolidated Financial Statements included in Item 15. "Exhibits and 
Financial Statement Schedules" for disclosures related to the Holten Settlement reached in March 2016.

Item 4.    Mine Safety Disclosures

Not applicable.

20

PART II

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

Market Information

Our common stock is listed on the NASDAQ Stock Market LLC under the symbol "SP". The following sets forth the high and low 
intraday sales prices of our common stock on the NASDAQ Stock Market LLC during each quarter of the two most recent calendar 
years.

Quarter Ended
March 31
June 30
September 30
December 31

Dividends

Sales Price

2016

2015

High

Low

High

Low

$
$
$
$

25.00
24.38
26.02
30.30

$
$
$
$

20.67
20.41
22.47
22.60

$
$
$
$

25.39
27.33
27.41
26.39

$
$
$
$

19.71
21.62
18.50
21.66

We did not pay a cash dividend in respect of our common stock in 2016 or 2015. By the terms of our Restated Credit Agreement, 
we can pay cash dividends on our capital stock while such facility is in effect. Any future dividends will be determined based on 
earnings, capital requirements, financial condition, and other factors considered relevant by our Board of Directors. There are no 
restrictions on the ability of our wholly owned subsidiaries to pay cash dividends to us.

Holders

As of February 22, 2017, there were 22,328,578 holders of our common stock, based on the number of record holders of our 
common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants
and
Rights (Column A)

Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights (Column B)

Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column A)

666,718

$

—
666,718

$

—

—
—

285,521

—
285,521

Plan Category
Equity compensation plans approved by securities 
holders
Equity compensation plans not approved by securities 
holders
Total

21

 
 
Stock Repurchases

In May 2016, our Board of Directors authorized us to repurchase, on the open market, shares of our outstanding common stock in 
an amount not to exceed $30.0 million in aggregate. Purchases of our common stock may be made in open market transactions 
effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with Rule 10b-18 
and 10b5-1under the Securities Exchange Act of 1934 ("Exchange Act"). The share repurchase program does not obligate us to 
repurchase any particular amount of common stock, and has no fixed termination date.  Under this program, we repurchased 
305,183 shares of common stock through December 31, 2016. The following table summarizes share repurchase activity during 
the three months ended December 31, 2016.

Period

October 1, 2016 through October 31, 2016

November 1, 2016 through November 30, 2016

December 1, 2016 through December 31,2016

Total

Stock Performance Graph

Total Number of
Shares
Repurchased

Average Price Paid
(per Share)

Cumulative
Number of Shares
Purchased as Part
of the Current
Program

Dollar Value of
Shares that May
Yet be Purchased
Under the Program
(in millions)

63,488

19,457

$

$

— $

82,945

24.42

24.95

—

285,726

305,183

305,183

$

22.5

Company / Index

SP Plus Corporation

S&P 500 Index
S&P SmallCap 600 Commercial &
Professional Services

$

$

$

Years Ended December 31,

2011

2012

2013

2014

2015

2016

100.00 $

123.06 $

145.72 $

141.19 $

133.74 $

100.00 $

116.00 $

153.57 $

174.60 $

177.01 $

157.53

198.18

100.00 $

126.37 $

186.71 $

184.98 $

187.37 $

232.24

The performance graph above shows the cumulative total stockholder return of our common stock for the period starting on December 
31, 2011 to December 31, 2016.  This performance is compared with the cumulative total returns over the same period of the 
Standard & Poor's 500 Index and the Standard & Poor's SmallCap 600 Commercial and Professional Services Index, which includes 
our direct competitor, ABM Industries Incorporated.  The graph assumes that on December 31, 2011, $100 was invested in each 
of the other two indices, and assumes reinvestment of dividends.  The stock performance shown in the graph represents past 
performance and should not be considered indication of future performance.

22

Item 6.    Selected Financial Data

The following selected consolidated data should be read in conjunction with the consolidated financial statements and the notes 
thereto,  which  are  included  in  Item 15.  "Exhibits  and  Financial  Statement  Schedules"  and  the  information  contained  in  Item 7. 
"Management's Discussion and Analysis of Financial Condition and Results of Operations." The results of operations for the historical 
periods are not necessarily indicative of the results to be expected for future periods. See Item 1A. "Risk Factors" of this Annual 
Report on Form 10-K for a discussion of risk factors that could impact our future results.

Our consolidated results of operations for the years ended December 31, 2016, 2015, 2014 and 2013 include Central's results of 
operations for the entire year. Our consolidated results of operations for the year ended December 31, 2012 include Central's 
results of operations for the period October 2, 2012 through December 31, 2012.

2016

2015

2014

2013

2012

Year Ended December 31,

(millions)

Statement of Income

Parking services revenue

Lease contracts

Management contracts

Reimbursed management contract revenue

Total parking services revenue

Cost of parking services

Lease contracts

Management contracts

Reimbursed management contract expense

Total cost of parking services

Gross profit

Lease contracts

Management contracts

Total gross profit

General and administrative expenses

Depreciation and amortization

Operating income

Other expense (income)

Interest expense

Interest income

Gain on sale of business

Gain on contribution of a 
business to an unconsolidated entity
Equity in losses from investments in unconsolidated entity

Total other expense (income)

Earnings (loss) before income taxes

Income tax expense (benefit)

Net income

Less: Net income attributable to noncontrolling interest

Net income attributable to SP Plus Corporation (1)

Balance sheet data (at end of year)

Cash and cash equivalents

Total assets (2) (4)

Total debt (3) (4)

Total SP Plus Corporation stockholders' equity (5)

$

$

$

$

545.0

$

570.9

$

496.6

$

489.6

$

346.8

891.8

723.7

350.3

921.2

694.7

338.3

834.9

679.8

347.3

836.9

629.9

1,615.5

1,615.9

1,514.7

1,466.8

505.6

209.8

715.4

723.7

532.8

218.3

751.1

694.7

455.7

207.9

663.6

679.8

456.1

208.7

664.8

629.9

1,439.1

1,445.8

1,343.4

1,294.7

39.4

137.0

176.4

90.0

33.7

52.7

10.5

(0.5)

—

—

0.9

10.9

41.8

15.8

26.0

2.9

23.1

22.2

778.6

195.1

$

$

38.1

132.0

170.1

97.3

34.0

38.8

12.7

(0.2)

(0.5)

—

1.7

13.7

25.1

4.8

20.3

2.9

17.4

18.7

784.1

225.1

$

$

40.9

130.4

171.3

101.5

30.3

39.5

17.8

(0.4)

—

(4.1)

0.3

13.6

25.9

(0.2)

26.1

3.0

23.1

18.2

823.1

250.8

$

$

33.5

138.6

172.1

98.9

31.2

42.0

19.0

(0.6)

—

—

—

18.4

23.6

8.8

14.8

2.7

12.1

23.2

858.5

284.8

$

$

268.4

$

250.1

$

229.8

$

203.1

$

250.3

230.5

480.8

473.1

953.9

231.8

141.9

373.7

473.1

846.8

18.6

88.5

107.1

86.5

13.5

7.1

8.6

(0.3)

—

—

—

8.3

(1.2)

(3.6)

2.4

1.0

1.4

28.5

900.0

305.3

186.2

(1)  Net income attributable to SP Plus Corporation for 2012 includes the following significant amounts from the Central Merger: Total revenue, excluding 

reimbursed revenue, of $127.8 million; total cost of parking services, excluding reimbursed expense, of $190.0 million; and general and administrative 
expenses of $24.6 million.

(2)  Total assets as of December 31, 2012 includes the impact of assets acquired in the Central Merger of $624.9 million.

(3)  Total long-term debt, including current portion as of December 31, 2012, includes $217.7 million of debt, net of cash acquired, assumed in the Central Merger.

(4)  Total assets and total debt for the years ended December 31, 2015, 2014, 2013 and 2012 have been adjusted for the adoption of ASU 2015-03.

(5)  Total SP Plus Corporation stockholders' equity as of December 31, 2012 includes approximately $140.7 million related to the issuance of our common stock in 

the Central Merger. 

23

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

This Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," and other parts of this Form 10-K 
contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. 
Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does 
not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," 
"believes,"  "estimates,"  "expects,"  "intends,"  "plans,"  "predicts,"  "will,"  "would,"  "could,"  "can,"  "may,"  and  similar  terms.  Forward-looking 
statements are not guarantees of future performance and the Company's actual results may differ significantly from the results discussed in 
the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A. 
"Risk Factors" of this Form 10-K, which are incorporated herein by reference. The following discussion should be read in conjunction with the 
consolidated financial statements and notes thereto included in Part II, Item 8. "Financial Statements and Supplementary Data" of this Form 10-
K. Each of the terms the "Company" and "SP Plus" as used herein refers collectively to SP Plus Corporation and its wholly owned subsidiaries, 
unless otherwise stated. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as 
required by law.

Overview

Our Business

We provide parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in urban 
markets  and  airports  across  the  United  States,  Puerto  Rico  and  Canada.  Our  services  include  a  comprehensive  set  of  on-site  parking 
management and ground transportation services, which include facility maintenance, security services, training, scheduling and supervising 
all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to facilitate 
the operation of our clients' facilities or events. We also provide a range of ancillary services such as airport shuttle operations, valet services, 
taxi  and  livery  dispatch  services  and  municipal  meter  revenue  collection  and  enforcement  services.  We  typically  enter  into  contractual 
relationships with property owners or managers as opposed to owning facilities.

We operate our clients' properties through two types of arrangements: management contracts and leases. Under a management contract, we 
typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility 
performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard 
management contract flow through to our clients rather than to us. However, some management contracts, which are referred to as "reverse" 
management  contracts,  usually  provide  for  larger  management  fees  and  require  us  to  pay  various  costs.  Under  lease  arrangements,  we 
generally pay to the property owner either a fixed annual rent, a percentage of gross customer collections or a combination thereof. We collect 
all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major 
maintenance, capital expenditures or real estate taxes. Margins for lease contracts vary significantly, not only due to operating performance, 
but also due to variability of parking rates in different cities and varying space utilization by parking facility type and location. As of December 31, 
2016, we operated 81% of our locations under management contracts and 19% under leases.

In evaluating our financial condition and operating performance, management's primary focus is on our gross profit and total general and 
administrative expense. Although the underlying economics to us of management contracts and leases are similar, the manner in which we 
are required to account for them differs. Revenue from leases includes all gross customer collections derived from our leased locations (net 
of local parking taxes), whereas revenue from management contracts only includes our contractually agreed upon management fees and 
amounts attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included in 
our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as leases versus management 
contracts may cause significant fluctuations in reported revenue and expense of parking services, that change will not artificially affect our 
gross profit. For example, as of December 31, 2016, 81% of our locations were operated under management contracts and 78% of our gross 
profit  for  the  year  ended  December 31,  2016  was  derived  from  management  contracts.  Only  39%  of  total  revenue  (excluding  reimbursed 
management contract revenue), however, was from management contracts because under those contracts the revenue collected from parking 
customers belongs to our clients. Therefore, gross profit and total general and administrative expense, rather than revenue, are management's 
primary focus.

Investment in Joint Venture and Sale of Business

In October 2014, we entered into an agreement to establish a joint venture with Parkmobile USA  and contributed all of the assets and liabilities 
of our proprietary Click and Park® parking prepayment business in exchange for a 30 percent interest in the newly formed legal entity called 
Parkmobile, LLC.  Parkmobile  is  a  leading  provider  of  on-demand  and  prepaid  transaction  processing  for  on-  and  off-street  parking  and 
transportation services. The Parkmobile joint venture combines two parking transaction engines, with SP Plus contributing the Click and Park® 
parking prepayment systems, which enables consumers to reserve and pay for parking online in advance and Parkmobile USA contributing 
its  on  demand  transaction  engine  that  allows  consumers  to  transact  real-time  payment  for  parking  privileges  in  both  on-  and  off-street 
environments. We account for our investment in the joint venture with Parkmobile under the equity method of accounting.

In August 2015, we sold portions of our security business primarily operating in the Southern California market to a third-party for a gross sales 
price of $1.8 million, which resulted in a gain on sale of business of $0.5 million, net of legal and other expenses.  The pre-tax profit for the 
operations of the sold business was not significant to the periods presented herein.  

24

Summary of Operating Facilities

The following table reflects our facilities operated at the end of the years indicated:

Leased facilities (1)
Managed facilities (1) (2)
Total facilities

2016

688
2,998
3,686

December 31,
2015

713
3,161
3,874

2014

774
3,348
4,122

(1) 

Includes partial ownership in one managed facility and one leased facility for 2016 and 2015, and two managed facilities and one leased facility acquired in the Central Merger 
for 2014.

(2)  Adjusted to exclude managed facilities related to the security business primarily operating in the Southern California market for December 31, 2015 and 2014.

Revenue

We recognize parking services revenue from lease and management contracts as the related services are provided. Substantially all of our 
revenues come from the following two sources:

• 

• 

Parking services revenue—lease contract.  Parking services revenues related to lease contracts consist of all revenue received at 
a leased facility, including parking receipts (net of parking tax), consulting and real estate development fees, gains on sales of 
contracts and payments for exercising termination rights.

Parking services revenue—management contract.  Management contract revenue consists of management fees, including both 
fixed and performance-based fees, and amounts attributable to ancillary services such as accounting, equipment leasing, 
payments received for exercising termination rights, consulting, development fees, gains on sales of contracts, insurance and other 
value-added services with respect to managed locations. We believe we generally purchase required insurance at lower rates than 
our clients can obtain on their own because we effectively self-insured for all liability, worker's compensation and health care claims 
by maintaining a large per-claim deductible. As a result, we have generated operating income on the insurance provided under our 
management contracts by focusing on our risk management efforts and controlling losses. Management contract revenues do not 
include gross customer collections at the managed locations as these revenues belong to the property owners rather than to us. 
Management contracts generally provide us with management fees regardless of the operating performance of the underlying 
facilities.

Conversions between type of contracts, lease or management, are typically determined by our clients and not us. Although the underlying 
economics to us of management contracts and leases are similar, the manner in which we account for them differs substantially.

Reimbursed Management Contract Revenue

Reimbursed management contract revenue consists of the direct reimbursement from the property owner for operating expenses incurred 
under a management contract, which is reflected in our revenue.

Cost of Parking Services

Our cost of parking services consists of the following:

•  Cost of parking services—lease contract.  The cost of parking services under a lease arrangement consists of contractual rental 

fees paid to the facility owner and all operating expenses incurred in connection with operating the leased facility. Contractual fees 
paid to the facility owner are generally based on either a fixed contractual amount or a percentage of gross revenue or a 
combination thereof. Generally, under a lease arrangement we are not responsible for major capital expenditures or real estate 
taxes.

•  Cost of parking services—management contract.  The cost of parking services under a management contract is generally the 
responsibility of the facility owner. As a result, these costs are not included in our results of operations. However, our reverse 
management contracts, which typically provide for larger management fees, do require us to pay for certain costs.

Reimbursed Management Contract Expense

Reimbursed management contract expense consists of direct reimbursed costs incurred on behalf of property owners under a management 
contract, which is reflected in our cost of parking services.

Gross Profit

Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because 
it captures the underlying economic benefit to us of both lease contracts and management contracts.

25

 
 
General and Administrative Expenses

General and administrative expenses include salaries, wages, benefits, payroll taxes, insurance, travel and office related expenses for our 
headquarters, field offices, supervisory employees, and board of directors.

Depreciation and Amortization

Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes or in the case of leasehold 
improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible assets determined to have finite lives 
are amortized over their estimated remaining useful life.

Results of Operations

Segments

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur 
expenses, and about which separate financial information is regularly evaluated by our chief operating decision maker ("CODM"), in deciding 
how to allocate resources. Our CODM is our president and chief executive officer.

Effective January 1, 2016, we began certain organizational and executive leadership changes to align with how our CODM reviews performance 
and makes decisions in managing the Company and as a result, changed internal operating segment information reported to the CODM.  The 
operating segments are internally reported as Region One (Urban), Region Two (Airport Transportation) and Region Three (other reporting 
units of USA Parking and event planning and transportation services), and "Other." All prior periods presented have been restated to reflect 
the new internal reporting to the CODM. 

•  Region  One  (Urban)  encompasses  our  services  in  healthcare  facilities,  municipalities,  including  meter  revenue  collection  and 
enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, 
as well as ancillary services such as shuttle and transportation services, valet services, taxi and livery dispatch services.

•  Region Two (Airport transportation) encompasses our services at all major airports as well as ancillary services, which includes shuttle 

and transportation services and valet services.

•  Region Three encompasses other operating segments including USA Parking and event planning, including shuttle and transportation 

services.

• 

"Other"  consists  of  ancillary  revenue  that  is  not  specifically  identifiable  to  a  region  and  certain  unallocated  insurance  reserves 
adjustments. 

26

Fiscal 2016 Compared to Fiscal 2015 

The following tables are a summary of revenues (excluding reimbursed management contract revenue), cost of parking services (excluding 
reimbursed management contract expense) and gross profit by regions for the comparable years ended December 31, 2016 and 2015.

Segment revenue information is summarized as follows:

(millions)

2016

2015

2016

2015

2016

2015

2016

2015

2016

2015

Amount

%

Region One

Region Two

Region Three

Other

Total

Variance

Year Ended December 31,

Lease contract revenue

New location

$

19.5

$

4.2

$

75.5

$

71.7

$

Contract expirations

Same location

Conversions

14.6

363.4

17.0

62.5

355.2

20.8

1.6

47.6

—

5.4

46.7

—

0.6

0.7

3.4

1.1

$

— $

— $

— $

95.6

$

75.9

$

19.7

26.0 %

1.2

3.0

0.2

—

—

—

—

—

—

16.9

414.4

18.1

69.1

404.9

21.0

(52.2)

(75.5)%

9.5

(2.9)

2.3 %

(13.8)%

Total lease contract revenue

$

414.5

$

442.7

$

124.7

$

123.8

$

5.8

$

4.4

$

— $

— $

545.0

$

570.9

$

(25.9)

(4.5)%

Management contract revenue

New location

$

35.1

$

9.0

$

13.7

$

0.9

$

Contract expirations

Same location

Conversions

6.9

158.6

0.6

27.0

154.4

0.5

16.0

58.4

—

45.4

54.3

—

$

5.4

4.7

34.1

0.3

0.8

9.1

34.9

0.1

$

— $

— $

54.2

$

10.7

$

43.5

406.5 %

—

13.0

—

—

13.9

—

27.6

264.1

0.9

81.5

257.5

0.6

(53.9)

(66.1)%

6.6

0.3

2.6 %

50.0 %

Total management contract revenue

$

201.2

$

190.9

$

88.1

$

100.6

$

44.5

$

44.9

$

13.0

$

13.9

$

346.8

$

350.3

$

(3.5)

(1.0)%

Parking services revenue—lease contract

Lease contract revenue decreased $25.9 million, or  4.5%, to $545.0 million for the year ended December 31, 2016, compared to $570.9 million 
for the year-ago period. The decrease resulted primarily from decreases in revenue from contract expirations and locations that converted from 
management contracts during the year, partially offset by increases in revenue from new locations and same locations. Same location revenue 
increased $9.5 million, or 2.3%, primarily due to monthly parking revenue and transient revenue. 

From a reporting segment perspective, lease contract revenue decreased primarily due to contract expirations in all three operating regions, 
and conversions in region one. This was partially offset by increases in revenue from new and same locations in all three operating regions, 
and conversions in region three. Same location revenue increases for the aforementioned regions were primarily due to increases in monthly 
parking revenue and transient revenue. 

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period.

Parking services revenue—management contract

Management contract revenue decreased $3.5 million, or 1.0%, to $346.8 million for the year ended December 31, 2016, compared to $350.3 
million for the year-ago period. The decrease resulted primarily from decreases in revenue from contract expirations, partially offset by increases 
in revenue from new locations, same locations and locations that converted from lease contracts. Same location revenue increased $6.6 million, 
or 2.6%, primarily due to an increase in fees from ancillary services. 

From a reporting segment perspective, management contract revenue decreased primarily due to contract expirations in all three operating 
regions, same locations in region three and other. This was partially offset by increases in new locations in all three operating regions, same 
locations in regions one and two, and conversions in regions one and three. The other region amounts in same location represent revenues 
not specifically identifiable to a region.  

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period.

Reimbursed management contract revenue

Reimbursed management contract revenue increased $29.0 million, or 4.2%, to $723.7 million for the year ended December 31, 2016, compared 
to $694.7 million in the year-ago period. This increase resulted primarily from an increase in reimbursements for costs incurred on behalf of 
owners.

27

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment cost of parking services information is summarized as follows:

(millions)

2016

2015

2016

2015

2016

2015

2016

2015

2016

2015

Amount

%

Region One

Region Two

Region Three

Other

Total

Variance

Year Ended December 31,

Cost of parking services lease 
contracts:

New location

Contract expirations

Same location

Conversions

$

19.0

$

3.9   $

73.8

$

70.2

$

14.5

332.4

16.0

59.3  

324.5  

19.2  

1.6

43.6

—

5.2

42.9

—

0.6

0.7

2.8

0.9

$

— $

— $

— $

93.4

$

74.1

$

19.3

26.0 %

1.2

2.7

0.2

—

(0.3)

—

—

3.5

—

16.8

378.5

16.9

65.7

373.6

19.4

(48.9)

(74.4)%

4.9

(2.5)

1.3 %

(12.9)%

Total cost of parking services lease 
contracts

Cost of parking services 
management contracts:

New location

Contract expirations

Same location

Conversions

Total cost of parking services 
management contracts

$

381.9

$

406.9   $

119.0

$

118.3

$

5.0

$

4.1

$

(0.3)

$

3.5

$

505.6

$

532.8

$

(27.2)

(5.1)%

$

22.0

$

5.7   $

12.5

$

0.6

$

4.8

87.8

—

17.0  

83.2  

0.1  

16.1

34.3

—

44.5

31.0

—

$

3.5

3.7

24.3

0.3

0.5

7.5

25.2

0.1

$

— $

— $

38.0

$

6.8

$

31.2

458.8 %

—

0.5

—

—

2.9

—

24.6

146.9

0.3

69.0

142.3

0.2

(44.4)

(64.3)%

4.6

0.1

3.2 %

50.0 %

$

114.6

$

106.0   $

62.9

$

76.1

$

31.8

$

33.3

$

0.5

$

2.9

$

209.8

$

218.3

$

(8.5)

(3.9)%

Cost of parking services—lease contracts

Cost of parking services for lease contracts decreased $27.2 million, or 5.1%, to $505.6 million for the year ended December 31, 2016, compared 
to $532.8 million for the year-ago period.  The decrease resulted primarily from decreases in costs from contract expirations, and locations that 
converted from management contracts during the year, partially offset by increases in costs from new locations and same locations. Same 
location costs increased $4.9 million, or 1.3%, primarily due to an increase in rent expense as a result of higher revenues for same locations,  
partially offset by a decrease in structural and repair costs related to certain lease contracts acquired in the Central Merger. 

From a reporting segment perspective, cost of parking services for lease contracts decreased primarily due to contract expirations in all three 
operating regions, same locations in other, and conversions in region one. This was partially offset by increases in new locations in all three  
operating regions, same locations in all three operating regions and conversions in region three. The other region amounts represent structural 
repair cost related to certain lease contracts acquired in the Central Merger and other costs that are not specifically identifiable to a region. 

Cost of parking services associated with contract expirations relates to contracts that have expired, however, we were operating the facility in 
the comparative period presented.

Cost of parking services—management contracts

Cost of parking services for management contracts decreased $8.5 million, or 3.9%, to $209.8 million for the year ended December 31, 2016, 
compared to $218.3 million for the year-ago period. The decrease resulted primarily from decreases in costs from contract expirations, partially 
offset by increases in new locations, same locations and locations that converted from lease contracts. Same locations costs increased $4.6 
million, or 3.2%, primarily due to increased revenues from ancillary services, partially offset by decreased costs relating to certain unallocated 
insurance reserve adjustments. 

From a reporting segment perspective, cost of parking services for management contracts decreased primarily due to contract expirations in 
all three operating regions, same locations in region three and other. This was partially offset by increases in new locations in all three operating 
regions, same locations in regions one and two, and conversions in regions one and three. The other region amounts represent prior year 
insurance reserve adjustments and other costs that are not specifically identifiable to a region. 

Cost of parking services associated with contract expirations relates to contracts that have expired, however, we were operating the facility in 
the comparative period presented.

Reimbursed management contract expense

Reimbursed management contract expense increased $29.0 million, or 4.2%, to $723.7 million for the year ended December 31, 2016, compared 
to $694.7 million in the year-ago period. This increase resulted primarily from an increase in reimbursements for costs incurred on behalf of 
owners.

28

 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
Segment gross profit/gross profit percentage information is summarized as follows:

(millions)

2016

2015

2016

2015

2016

2015

2016

2015

2016

2015

Amount

%

Region One

Region Two

Region Three

Other

Total

Variance

Year Ended December 31,

Gross profit lease contracts:

New location

$

Contract expirations

Same location

Conversions

$

$

0.5

0.1

31.0

1.0

$

0.3

3.2

30.7

1.6

1.7

—

4.0

—

$

1.5

0.2

3.8

—

$

—

—

0.6

0.2

$

—

—

0.3

—

—

—

0.3

—

$

$

—

—

(3.5)

—

2.2

0.1

35.9

1.2

$

1.8

3.4

31.3

1.6

$

0.4

(3.3)

4.6

(0.4)

22.2 %

(97.1)%

14.7 %

(25.0)%

Total gross profit lease contracts

$

32.6

$

35.8

$

5.7

$

5.5

$

0.8

$

0.3

$

0.3

$

(3.5)

$

39.4

$

38.1

$

1.3

3.4 %

(Percentages)

Gross profit percentage lease 
contracts:

New location

Contract expirations

Same location

Conversions

2.6%

0.7%

8.5%

5.9%

7.1%

5.1%

8.6%

7.7%

2.3%

—%

8.4%

—%

2.1%

3.7%

8.1%

—%

—%

—%

17.6%

18.2%

—%

—%

10.0%

—%

Total gross profit percentage

7.9%

8.1%

4.6%

4.4%

13.8%

6.8%

—%

—%

—%

—%

—%

—%

—%

—%

—%

—%

2.3%

0.6%

8.7%

6.6%

2.4%

4.9%

7.7%

7.6%

7.2%

6.7%

Gross profit management contracts:

New location

$

13.1

$

3.3

$

1.2

$

Contract expirations

Same location

Conversions

Total gross profit management 
contracts

Gross profit percentage management 
contracts:

2.1

70.8

0.6

10.0

71.2

0.4

(0.1)

24.1

—

$

0.3

0.9

23.3

—

$

1.9

1.0

9.8

—

0.3

1.6

9.7

—

$

—

—

12.5

—

$

—

—

11.0

—

$

16.2

$

3.9

$

12.3

315.4 %

3.0

117.2

0.6

12.5

115.2

0.4

(9.5)

(76.0)%

2.0

0.2

1.7 %

50.0 %

$

86.6

$

84.9

$

25.2

$

24.5

$

12.7

$

11.6

$

12.5

$

11.0

$

137.0

$

132.0

$

5.0

3.8 %

(Percentages)

New location

Contract expirations

Same location

Conversions

37.3%

30.4%

44.6%

100.0%

36.7%

37.0%

46.1%

80.0%

8.8%

-0.6%

41.3%

—%

33.3%

2.0%

42.9%

—%

35.2%

21.3%

28.7%

—%

37.5%

17.6%

27.8%

—%

—%

—%

—%

—%

96.2%

79.1%

—%

—%

29.9%

10.9%

44.4%

66.7%

36.4%

15.3%

44.7%

66.7%

Total gross profit percentage

43.0%

44.5%

28.6%

24.4%

28.5%

25.8%

96.2%

79.1%

39.5%

37.7%

Gross profit—lease contracts

Gross profit for lease contracts increased $1.3 million, or 3.4%, to $39.4 million for the year ended December 31, 2016, compared to $38.1 
million for year-ago period. Gross profit percentage for lease contracts was 7.2% for the year ended December 31, 2016 compared to 6.7% 
for the year-ago period. Gross profit lease contracts increased primarily due to new locations and same locations, partially offset by contract 
expirations and locations that converted from management contracts during the year. Gross profit on same locations increased primarily due 
to an increase in revenue by monthly parkers and transient, partially offset by an increase in operating costs, primarily driven by an increase 
in rent costs.

From a reporting segment perspective, gross profit for lease contracts increased primarily due to new locations in regions one and two, same 
locations in all three operating regions and other, and conversions in region three. This was partially offset by decreases in contract expirations 
in regions one and two, and conversions in region one.  

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period presented.

Gross profit—management contracts

Gross profit for management contracts increased $5.0 million, or 3.8%, to $137.0 million for the year ended December 31, 2016, compared to  
$132.0 million in for the year-ago period. Gross profit for management contracts increases were primarily the result of new locations, same 
locations and locations that converted from lease contracts, partially offset by decreases in contract expirations. Gross profit management 
contracts increased on same locations primarily as the result of increased revenues, partially offset by increased operating costs. 

From a reporting segment perspective, gross profit for management contracts increased primarily due new locations in all three operating 
regions, same locations in regions two and three and other and conversions in region one. This was partially offset by decreases in contract 
expirations in all three operating regions and same locations in region one. 

29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period presented.

General and administrative expenses

General and administrative expenses decreased $7.3 million, or 7.5%, to $90.0 million for year ended December 31, 2016, compared to $97.3 
million for the year-ago period. The decrease in General and administrative expenses primarily related to a decrease in compensation and 
benefit costs, merger and integration costs, and overall better expense control, partially offset by increases in expected pay-out under our 
performance  based  compensation  and  long-term  incentive  compensation  programs,  a  $0.8  million  charge  related  to  the  settlement  of  all 
outstanding matters between the Company and Central's former stockholders relating to the Central Merger and a $1.5 million charge, net of 
insurance recoveries, related to settling previous litigation with former indirect controlling shareholder of the Company.

Interest expense

Interest expense decreased $2.2 million, or 17.3%, to $10.5 million for the year ended December 31, 2016, as compared to $12.7 million for 
the year-ago period. This decrease resulted primarily from a decrease in average borrowing rates and reductions in borrowings under our 
Restated Credit Facility and Senior Credit Facility.

Interest income

Interest income increased a nominal amount of $0.2 million, or 100.0%, to $0.4 million for the year ended December 31, 2016, as compared 
to $0.2 million in the year-ago period.

Gain on sale of a business 

During the third quarter 2015, we recognized a $0.5 million gain on the sale of a portion of our security business primarily operating in the 
Southern California market.

Equity in losses from investment in unconsolidated entity

Equity in losses from investment in unconsolidated entity relates to our investment in the joint venture with Parkmobile accounted for under 
the  equity  method  of  accounting  and  our  share  of  equity  earnings  in  the  Parkmobile  joint  venture.    Equity  in  losses  from  investment  in 
unconsolidated entity was $0.9 million for the year ended December 31, 2016, as compared to $1.7 million in the year-ago period.

Income tax expense

For the year ended December 31, 2016, we recognized income tax expense of $15.8 million on pre-tax earnings of $41.8 million compared to 
a $4.8 million income tax expense on pre-tax earnings of $25.1 million for the year ended December 31, 2015. Our effective tax rate was 37.7%
for the year ended December 31, 2016 compared to 19.1% for the year ended December 31, 2015. The $11.0 million increase in income tax 
expense was primarily due to a decrease in valuation allowance reversals recognized for historical net operating losses for the year ended 
December 31, 2015, compared to the year ended December 31, 2016, and an increase in the pre-tax income of the Company for the year 
ended December 31, 2016, compared to the year ended December 31, 2015.

30

Fiscal 2015 Compared to Fiscal 2014

The following tables are a summary of revenues (excluding reimbursed management contract revenue), cost of parking services (excluding 
reimbursed management contract expense) and gross profit by regions for the comparable years ended 2015 and 2014.

Segment revenue information is summarized as follows:

(millions)

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

Amount

%

Region One

Region Two

Region Three

Other

Total

Variance

Year Ended December 31,

Lease contract revenue:

New location

Contract expirations

Same location

Conversions

Total lease contract revenue

Management contract revenue:

New location

Contract expirations

Same location

Conversions

$

20.1

$

6.9

$

81.8

$

11.2

398.9

12.5

442.7

30.0

13.7

147.0

0.2

$

$

43.2

386.5

7.1

443.7

9.0

39.8

143.9

0.3

$

$

2.4

39.6

—

123.8

2.7

13.4

84.5

—

$

$

$

$

$

$

$

4.5

5.0

39.0

—

48.5

0.8

18.1

84.4

—

0.4

0.2

2.0

1.8

4.4

7.1

6.2

31.5

0.1

$

— $

— $

— $

102.3

$

11.4

$

90.9

797.4 %

0.2

2.3

0.2

2.7

1.4

5.8

22.5

0.1

$

$

—

—

—

—

1.7

—

13.8

440.5

14.3

— $

1.7

$

570.9

$

— $

— $

—

13.9

—

—

12.2

—

39.8

33.3

276.9

0.3

48.4

429.5

7.3

496.6

11.2

63.7

263.0

0.4

$

$

(34.6)

(71.5)%

11.0

7.0

2.6 %

95.9 %

74.3

15.0 %

28.6

(30.4)

13.9

(0.1)

255.4 %

(47.7)%

5.3 %

(19.4)%

$

$

Total management contract revenue

$

190.9

$

193.0

$

100.6

$

103.3

$

44.9

$

29.8

$

13.9

$

12.2

$

350.3

$

338.3

$

12.0

3.6 %

Parking services revenue—lease contracts

Lease contract revenue increased $74.3 million, or 15.0%, to $570.9 million for the year ended December 31, 2015, compared to $496.6 million 
for the year-ago period. The increase resulted primarily from increases in revenue from new locations, locations that converted from management 
contracts during the year and same location revenue, partially offset by decreases in revenue from contract expirations. The increase in same 
location revenue of $11.0 million, or 2.6%, was primarily due to increases in short-term parking revenue and monthly parking revenue. 

From a reporting segment perspective, lease contract revenue increased primarily due to new locations in all three operating regions, same 
locations in regions one and two and conversions in regions one and three. This was partially offset by decreases in revenue from contract 
expirations in regions one and two and same locations in region three and other. Same location revenue increases for the aforementioned 
regions were primarily due to increases in short-term parking revenue and monthly parking revenue. The other region amounts in same location 
represent revenues not specifically identifiable to a region. 

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period presented.

Parking services revenue—management contracts

Management contract revenue increased $12.0 million, or 3.6%, to $350.3 million for the year ended December 31, 2015, compared to $338.3 
million for the year-ago period. The increase resulted primarily from increases in revenue from new locations and same locations, partially 
offset by decreases in revenue from contract expirations and locations that converted from lease contracts during the year. Same location 
revenue increased by $13.9 million, or 5.3%, primarily due to an increase in fees from ancillary services. 

From a reporting segment perspective, management contract revenue increased primarily from increases in revenue from new locations in all 
three operating regions, contract expirations in region three and same locations in all three operating regions and other. This was partially offset 
by decreases in revenue from contract expirations in regions one and two and conversions in region one. The other region amounts in same 
location represent values not specifically identifiable to a region. 

Revenue associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period presented.

Reimbursed management contract revenue

Reimbursed management contract revenue increased $14.9 million , or 2.2%, to $694.7 million for the year ended December 31, 2015, compared 
to $679.8 million in the year-ago period. This increase resulted primarily from an increase in reimbursements for costs incurred on behalf of 
owners.

31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment cost of parking services information is summarized as follows:

(millions)

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

Amount

%

Region One

Region Two

Region Three

Other

Total

Variance

Year Ended December 31,

Cost of parking services lease 
contracts:

New location

Contract expirations

Same location

Conversions

$

17.4

$

6.0

$

79.2

$

9.5

368.9

11.1

34.6

356.1

10.2

2.3

36.8

—

$

4.0

4.9

35.9

—

0.4

0.3

1.8

1.6

Total cost of parking services lease 
contracts

$

406.9

$

406.9

$

118.3

$

44.8

$

4.1

$

Cost of parking services 
management contracts:

New location

Contract expirations

Same location

Conversions

Total cost of parking services 
management contracts

$

20.8

$

6.3

$

1.8

$

0.5

$

10.1

75.0

0.1

26.7

73.9

0.0

13.7

60.6

—

17.1

59.4

—

$

5.3

5.5

22.4

0.1

$

— $

— $

— $

97.0

$

10.0

$

87.0

870.0 %

0.3

2.1

0.1

2.5

0.8

4.1

13.0

0.1

—

3.5

—

—

1.5

—

12.1

411.0

12.7

39.8

395.6

10.3

(27.7)

(69.6)%

15.4

2.4

3.9 %

23.3 %

3.5

$

1.5

$

532.8

$

455.7

$

77.1

16.9 %

$

— $

— $

27.9

$

7.6

$

20.3

267.1 %

—

2.9

—

—

6.0

—

29.3

160.9

0.2

47.9

152.3

0.1

(18.6)

(38.8)%

8.6

0.1

5.6 %

100.0 %

$

106.0

$

106.9

$

76.1

$

77.0

$

33.3

$

18.0

$

2.9

$

6.0

$

218.3

$

207.9

$

10.4

5.0 %

Cost of parking services—lease contracts

Cost  of  parking  services  for  lease  contracts  increased  $77.1 million,  or  16.9%,  to  $532.8 million  for  the  year  ended  December 31,  2015, 
compared to $455.7 million for the year-ago period. The increase resulted primarily from increases in costs from new locations, same locations 
and locations that converted from management contracts during the year, which was partially offset by a decrease in costs from  contract 
expirations. Same location costs increased $15.4 million, or 3.9%, primarily due to higher rent expense as a result of higher revenues for same 
locations, an increase in health and benefit costs and higher structural repair costs related to certain lease contracts acquired in the Central 
Merger. 

From a reporting segment perspective, cost of parking services for lease contracts increased primarily due to new locations in all three operating 
regions, same locations in regions one and two and other, and conversions in regions one and three, partially offset by decreases in contract 
expirations in regions one and two and same locations in region three. The other region amounts represent structural repair costs related to 
certain lease contracts acquired in the Central Merger and other costs not specifically identifiable to a region. 

Cost of parking services associated with contract expirations relates to contacts that have expired, however, we were operating the facility in 
the comparative period presented.

Cost of parking services—management contracts

Cost of parking services for management contracts increased $10.4 million, or 5.0%, to $218.3 million for the year ended December 31, 2015, 
compared to $207.9 million for the year-ago period. The increase resulted primarily from increases in costs from new locations, same locations 
and locations that converted from lease contracts during the year, partially offset by a decrease in cost from contract expirations. Same locations 
costs increased $8.6 million, or 5.6%, primarily due to increased revenues from ancillary services, partially offset primarily by decreased costs 
relating to certain unallocated insurance reserve adjustments. 

From a reporting segment perspective, cost of parking services for management contracts increased due to new locations in all three operating 
regions, contract expirations in region three, same locations in all three operating regions and conversions in region one, partially offset by 
decreases in contract expirations in regions one and two and same locations in other. The other region amounts represent prior year insurance 
reserve adjustments and other costs that are not specifically identifiable to a region. 

Cost of parking services associated with contract expirations relates to contacts that have expired, however, we were operating the facility in 
the comparative period presented.

Reimbursed management contract expense

Reimbursed management contract expense increased $14.9 million, or 2.2%, to $694.7 million for the year ended December 31, 2015, compared 
to $679.8 million in the year-ago period. This increase resulted from an increase in reimbursements for costs incurred on behalf of owners. 

32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment gross profit/gross profit percentage information is summarized as follows:

(millions)

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

Amount

%

Region One

Region Two

Region Three

Other

Total 

Variance

Year Ended December 31,

Gross profit lease contracts:

New location

$

Contract expirations

Same location

Conversions

2.7

1.7

30.0

1.4

$

$

0.9

8.6

30.4

(3.1)

2.6

0.1

2.8

—

$

0.5

0.1

3.1

—

$

—

$

—

$

(0.1)

0.2

0.2

(0.1)

0.2

0.1

$

—

—

(3.5)

—

—

—

0.2

—

$

5.3

1.7

29.5

1.6

$

1.4

8.6

33.9

(3.0)

$

3.9

(269.0)%

(6.9)

(4.4)

4.6

(80.2)%

(13.0)%

(153.4)%

Total gross profit lease contracts

$

35.8

$

36.8

$

5.5

$

3.7

$

0.3

$

0.2

$

(3.5)

$

0.2

$

38.1

$

40.9

$

(2.8)

(6.9)%

Gross profit percentage lease 
contracts:

New location

Contract expirations

Same location

Conversions

(Percentages)

13.4%

15.2%

7.5%

13.0%

19.9%

7.9%

11.2%

-43.7%

3.2 %

4.2 %

7.1 %

— %

11.1%

—%

—%

2.0%

7.9%

—%

-50.0%

-50.0%

10.0%

11.1%

8.7%

50.0%

Total gross profit percentage

8.1%

8.3%

4.4 %

7.6%

6.8%

7.4%

—%

—%

—%

—%

—%

—%

—%

11.8%

5.2%

12.3%

6.7%

12.6%

17.8%

7.9%

—%

11.2%

-41.1%

11.8%

6.7%

8.2%

Gross profit management contracts:

New location

$

Contract expirations

Same location

Conversions

Total gross profit management 
contracts

Gross profit percentage management 
contracts:

9.2

3.6

72.2

0.1

$

2.7

$

0.9

$

13.1

70.0

0.3

(0.3)

23.9

0.0

$

0.3

1.0

25.0

0.0

$

1.8

0.7

8.9

0.0

$

0.6

1.7

9.5

0.0

$

0.0

0.0

11.0

0.0

0.0

0.0

6.2

0.0

$

11.9

$

3.6

$

8.3

230.6 %

4.0

116.0

0.1

15.8

110.7

0.3

(11.8)

(74.7)%

5.3

(0.2)

4.8 %

(66.7)%

$

85.1

$

86.1

$

24.5

$

26.3

$

11.4

$

11.8

$

11.0

$

6.2

$

132.0

$

130.4

$

1.6

1.2 %

(Percentages)

New location

Contract expirations

Same location

Conversions

30.7%

26.3%

49.1%

50.0%

30.0%

32.9%

48.6%

100.0%

33.3 %

(2.2)%

28.3 %

— %

37.5%

5.5%

29.6%

—%

25.4%

11.3%

28.3%

—%

42.9%

29.3%

42.2%

—%

—%

—%

—%

—%

79.1%

50.8%

—%

—%

29.9%

12.0%

41.9%

33.3%

32.1%

24.8%

42.1%

75.0%

Total gross profit percentage

44.6%

44.6%

24.4 %

25.5%

25.4%

39.6%

79.1%

50.8%

37.7%

38.5%

Gross profit—lease contracts

Gross  profit  for  lease  contracts  decreased  $2.8 million,  or  6.9%,  to  $38.1 million  for  the  year  ended  December 31,  2015,  compared  to 
$40.9 million for year-ago period. Gross profit percentage for lease contracts was 6.7% for the year ended December 31, 2015, compared to 
8.2% for the year ago-period. Gross profit lease contracts decreases were the result of contract expirations and same locations, partially offset 
by increases from new locations and locations that converted from management contracts during the year. Gross profit for lease contracts on 
same locations decreased primarily due to an increase in operating costs, driven primarily by an increase in health and benefit costs and an 
increase in structural repair costs related to certain lease contracts acquired in the Central Merger, partially offset by an increase in revenue.

From a reporting segment perspective, gross profit for lease contracts decreased primarily due contract expirations in region one, same locations 
in regions one, two and other, partially offset by increases in new locations in regions one and two and conversions in regions one and three.

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period presented.

33

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit—management contracts

Gross profit for management contracts increased  $1.6 million or 1.2%, to $132.0 million for the year ended December 31, 2015, compared to 
$130.4 million for the year-ago period. Gross profit percentage for management contracts decreased to 37.7% for the year ended December 31, 
2015 compared to 38.5% for the year-ago period. Gross profit for management contracts increases were primarily the result of new locations 
and same locations, partially offset by decreases in contract expirations and locations that converted from lease contracts during the year. 
Gross profit management contracts increased on same locations primarily as the result of increased revenues, partially offset by increased 
costs primarily related to ancillary services. 

From a reporting segment perspective, gross profit for management contracts increased primarily due to new locations in all three operating 
regions, same locations in region one and other, partially offset by decreases in contract expirations in all three operating regions and same 
locations in regions two and three. 

Gross profit associated with contract expirations relates to contracts that have expired, however, we were operating the facility in the comparative 
period presented.

General and administrative expenses

General and administrative expenses decreased $4.2 million, or 4.1%, to $97.3 million for year ended December 31, 2015, compared to $101.5 
million for the year-ago period. The decrease in General and administrative expenses primarily related to a decrease in compensation and 
benefit costs, merger and integration costs, including severance and benefit expenses, and overall better expense control, partially offset by 
increases in expected pay-out under our performance based compensation and long-term incentive compensation programs and a $1.6 million 
charge related to our dispute with Central's former stockholders over Net Debt Working Capital indemnity claims. 

Interest expense

Interest expense decreased $5.1 million, or 28.7%, to $12.7 million for the year ended December 31, 2015, as compared to $17.8 million in 
the year-ago period. This decrease resulted primarily from a decrease in average borrowing rates and reductions in borrowings under our 
Restated Credit Facility and Senior Credit Facility. 

Interest income

Interest income decreased by $0.2 million, or 50.0%, to $0.2 million for the year ended December 31, 2015, as compared to $0.4 million in the 
year-ago period.

Gain on sale of a business

During the third quarter of 2015, we recognized a $0.5 million gain on the sale of a portion of our security business primarily operating in the 
Southern California market.

Equity in losses from investment in unconsolidated entity

Equity in losses from investment in unconsolidated entity relates to our investment in the Parkmobile joint venture accounted for under the 
equity method of accounting and our share of equity earnings in the Parkmobile joint venture. Equity in losses from investment in unconsolidated 
entity was $1.7 million for the year ended December 31, 2015, as compared to $0.3 million for the year ended December 31, 2014.

Income tax expense

For the year ended December 31, 2015, we recognized income tax expense of $4.8 million on pre-tax earnings of $25.1 million compared to 
a $0.2 million income tax benefit on pre-tax earnings of $25.9 million for the year ended December 31, 2014. Our effective tax rate was 19.1%
for the year ended December 31, 2015, compared to a benefit of 0.8% for the year ended December 31, 2014. The $5.0 million increase in 
income tax expense was primarily due to a decrease in valuation allowance reversals recognized for historical net operating losses for the year 
ended December 31, 2014, when compared to the year ended December 31, 2015, unfavorable adjustments to deferred taxes for the year 
ended December 31, 2015, when compared to favorable adjustments to deferred taxes for the year ended December 31, 2014, partially offset 
by a deferred tax liability established in 2014 relating to our equity investment in an unconsolidated entity. 

34

Liquidity and Capital Resources

General

We continually project anticipated cash requirements for our operating, investing, and financing needs as well as cash flows generated from 
operating activities available to meet these needs. Our operating needs can include, among other items, commitments for cost of parking 
services, operating leases, payroll payments, insurance claims payments, interest payments, leases acquired in the Central Merger, which 
include provisions allocating to us responsibility for all structural repair payments required on the property (see also "Lease Commitments" 
below for additional discussion on certain lease contracts acquired in the Central Merger), and legal settlements. Our investing and financing 
spending can include payments for acquired businesses, joint ventures, capital expenditures, cost of contracts purchased, commitments for 
capital leases, distributions to noncontrolling interests, payments on our outstanding indebtedness and to a much lesser extent, cash from 
sales of non-core assets.

Outstanding Indebtedness

As of December 31, 2016, we had total indebtedness of approximately $195.1 million, a decrease of $30.0 million from December 31, 2015. 
The $195.1 million includes:

• 

• 

$193.4 million under our Restated Credit Facility (as defined below); and

$1.7 million of other debt including capital lease obligations, obligations on seller notes and other indebtedness.

Senior Credit Facility

In  October  2012,  the  Company  entered  into  a  credit  agreement  ("Credit Agreement")  with  Bank  of America,  N.A.  ("Bank  of America"),  as 
administrative agent, Wells Fargo Bank, N.A. ("Wells Fargo Bank") and JPMorgan Chase Bank, N.A., as co-syndication agents, U.S. Bank 
National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & 
Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party 
thereto.

The Credit Agreement provided us with a secured Senior Credit Facility (the "Senior Credit Facility") that permitted aggregate borrowings of 
$450.0 million consisting of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which included a letter of credit facility 
that is limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $250.0 million. The Senior Credit Facility was due to 
mature on October 2, 2017.

Amended and Restated Credit Facility

In February 2015 ("Restatement Date"), we entered into an Amended and Restated Credit Agreement (the "Restated Credit Agreement") with 
Bank of America, as administrative agent, an issuing lender and swing-line lender; Wells Fargo Bank, as an issuing lender and syndication 
agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, 
Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers; and the lenders party thereto 
(the "Lenders"). The Restated Credit Agreement reflects modifications to, and an extension of, the Credit Agreement.

Pursuant to the terms, and subject to the conditions, of the Restated Credit Agreement, the Lenders have made available to the Company a 
senior secured credit facility (the "Restated Credit Facility") that permits aggregate borrowings of $400.0 million consisting of (i) a revolving 
credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of credit and a $20.0 million 
sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million (reduced from $250.0 million). The Company may request increases 
of the revolving credit facility in an aggregate additional principal amount of $100.0 million. The Restated Credit Facility matures on February 20, 
2020.

The entire amount of the term loan portion of the Restated Credit Facility had been drawn by the Company as of the Restatement Date (including 
approximately $10.4 million drawn on such date) and is subject to scheduled quarterly amortization of principal as follows: (i) $15.0 million in 
the first year, (ii) $15.0 million in the second year, (iii) $20.0 million in the third year, (iv) $20.0 million in the fourth year, (v) $20.0 million in the 
fifth year and (vi) $110.0 million in the sixth year. The Company also had outstanding borrowings of $147.3 million (including $53.4 million in 
letters of credit) under the revolving credit facility as of the Restatement Date.

Borrowings under the Restated Credit Facility bear interest, at the Company's option, (i) at a rate per annum based on the Company's consolidated 
total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance 
with the pricing levels set forth in the Restated Credit Agreement (the "Restatement Applicable Margin"), plus LIBOR or (ii) the Restatement 
Applicable Margin plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to LIBOR 
plus 1.0%. (the highest of (x), (y) and (z), the "Base Rate"), except that all swing-line loans will bear interest at the Base Rate plus the Applicable 
Margin.

Under the terms of the Restated Credit Agreement, the Company is required to maintain a maximum consolidated total debt to EBITDA ratio 
of not greater than 4.0 to 1.0 as of the end of any fiscal quarter ending during the period from the Restatement Date through September 30, 
2015, (ii) 3.75 to 1.0 as of the end of any fiscal quarter ending during the period from October 1, 2015 through September 30, 2016, and (iii) 3.5 
to 1.0 as of the end of any fiscal quarter ending thereafter. In addition, the Company is required to maintain a minimum consolidated fixed 
charge coverage ratio of not less than 1:25:1.0.

35

Events of default under the Restated Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial 
and operational covenants, the occurrence of any cross default event, non-compliance with the other loan documents, the occurrence of a 
change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Lenders holding a 
majority of the commitments and outstanding term loan under the Restated Credit Agreement have the right, among others, to (i) terminate 
the commitments under the Restated Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed 
under the Restated Credit Agreement and (iii) require the Company to cash collateralize any outstanding letters of credit.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Restated Credit Agreement) has guaranteed 
all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Restated Credit Agreement. The 
Company's obligations under the Restated Credit Agreement and such domestic subsidiaries' guaranty obligations are secured by substantially 
all of their respective assets.

We believe that our cash flow from operations, combined with additional borrowing capacity under our Restated Credit Facility, will be sufficient 
to enable us to pay our indebtedness, or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or 
before their respective maturities. We believe that we will be able to refinance our indebtedness on commercially reasonable terms.

We were in compliance with all our covenants as of December 31, 2016.

As  of  December 31,  2016,  we  had  $114.1  million  of  borrowing  availability  under  the  Restated  Credit Agreement,  of  which  we  could  have 
borrowed $114.1 million  on December 31, 2016 and remained in compliance with the above described covenants as of such date. Our borrowing 
availability under the Restated Credit Agreement is limited only as of our fiscal quarter-end by the covenant restrictions described above.  At 
December 31, 2016, we had $59.6 million letters of credit outstanding under the Restated Credit Facility and borrowings against the Restated 
Credit Facility aggregated $196.3 million (excluding debt discount of $1.2 million and deferred financing costs of $1.6 million).

Interest Rate Swaps

In October 2012, we entered into Interest Rate Swap transactions (collectively, the "Interest Rate Swaps") with each of JPMorgan Chase Bank, 
N.A., Bank of America, N.A. and PNC Bank, N.A. in an initial aggregate Notional Amount of $150.0 million (the "Notional Amount"). The Interest 
Rate Swaps have a termination date of September 30, 2017. The Interest Rate Swaps effectively fix the interest rate on an amount of variable 
interest rate borrowings under our credit agreements, originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin 
rate for LIBOR loans under our credit agreements determined based upon our consolidated total debt to EBITDA ratio. The Notional Amount 
is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under our credit agreements. These Interest 
Rate Swaps are classified as cash flow hedges, and we calculate the effectiveness of the hedge on a monthly basis. The ineffective portion of 
the cash flow hedge is recognized in earnings as an increase of interest expense. As of December 31, 2016, no ineffective portion of the cash 
flow has been recognized in earnings within interest expense. The fair value of the Interest Rate Swaps at December 31, 2016 and 2015 was 
a $0.1 million and $0.2 million asset, respectively, and included in the line item "Other assets, net" within the Consolidated Balance Sheet.

We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

Stock Repurchases

In May 2016, our Board of Directors authorized us to repurchase, on the open market, shares of our outstanding common stock in an amount 
not to exceed $30.0 million in aggregate. Purchases of our common stock may be made in open market transactions effected through a broker-
dealer at prevailing market prices, in block trades, or by other means in accordance with Rule 10b-18 and 10b5-1under the Securities Exchange 
Act of 1934 ("Exchange Act"). The share repurchase program does not obligate us to repurchase any particular amount of common stock, and 
has no fixed termination date.  Under this program, we repurchased 305,183 shares of common stock through December 31, 2016 at an 
average price of $24.43 per share, resulting in $7.5 million in year-to-date and program-to-date repurchases. 

Letters of Credit

We had provided letters of credit totaling $52.6 million and $45.3 million to our casualty insurance carriers to collateralize our casualty insurance 
program as of December 31, 2016 and 2015, respectively.

We had provided $7.0 million and $7.1 million in letters of credit to collateralize other obligations as of December 31, 2016 and 2015, respectively.

Deficiency Payments

Pursuant to our obligations with respect to the parking garage operations at Bradley International Airport, we are required to make certain 
deficiency payments for the benefit of the State of Connecticut and for holders of special facility revenue bonds. The deficiency payments 
represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. As of December 31, 2016, we had 
made  $9.9 million  of  cumulative  deficiency  payments  to  the  trustee,  net  of  reimbursements.    Deficiency  payments  made  are  recorded  as 
increases to cost of parking services and deficiency repayments are recorded as reductions to cost of parking services. We believe these 
advances to be fully recoverable and will recognize the principal, interest and premium payments related to these deficiency payments when 
they are received. We do not directly guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or 
the trustee.

36

The total deficiency repayments (net of payments made), interest and premium received and recorded for the years ended 2016, 2015 and 
2014 are as follows:

(millions)

Deficiency repayments

Interest

Premium

Lease Commitments

Year Ended December 31

2016

2015

2014

$

$

$

1.7

0.5

0.2

$

$

$

1.8

0.4

0.2

$

$

$

1.3

0.5

0.1

We have minimum lease commitments of $225.2 million for fiscal 2017. The leased properties generate sufficient cash flow to meet the base 
rent payment.

Certain lease contracts acquired in the Central Merger include provisions allocating to us responsibility for the cost of certain structural and 
other repairs required to be made to the leased property, including improvement and repair costs arising as a result of ordinary wear and tear. 
During the year ended December 31, 2016, 2015 and 2014, we recorded $0.7 million, $4.6 million, and $1.3 million, respectively, of costs (net 
of  our  expected  recoveries  through  the  applicable  indemnity  discussed  further  in  Note  2.  Central  Merger  and  Restructuring,  Merger  and 
Integration Costs of our Consolidated Financial Statements) in Cost of parking services-Lease contracts within the Consolidated Statements 
of Income for structural and other repair costs related to these lease contracts, whereby we have expensed repair costs and engaged third-
party general contractors to complete structural and other repair projects, and other indemnity-related costs.  We expect to incur additional 
costs for certain structural and other repair costs pursuant to the contractual requirements of certain lease contracts acquired in the Central 
Merger ("Structural and Repair Costs"). Based on information available at this time, we currently expect to incur additional Structural and Repair 
Costs of $0.2 million.  While we are unable to estimate with certainty when such remaining costs will be incurred, it is expected that a substantial 
majority of these costs will be incurred in early 2017.  Additionally and as further described in Note 2. Central Merger and Restructuring, Merger 
and Integration, we settled all outstanding matters between the former Central stockholders and us and are therefore unable to recover any 
additional Structural and Repair Costs yet to be incurred by us through the indemnity. 

Daily Cash Collections

As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease contract revenue is generally deposited 
into our local bank accounts, with a portion remitted to our clients in the form of rental payments according to the terms of the leases. Under 
management contracts, clients may require us to deposit the daily receipts into one of our local bank accounts, with the cash in excess of our 
operating expenses and management fees remitted to the clients at negotiated intervals, may require us to deposit the daily receipts into client 
designated bank accounts and the clients then reimburse us for operating expenses and pay our management fee subsequent to month-end 
or may require segregated bank accounts for the receipts and disbursements at locations. Our working capital and liquidity may be adversely 
affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

Our liquidity also fluctuates on an intra-month and intra-year basis depending on the contract mix and timing of significant cash payments. 
Additionally, our ability to utilize cash deposited into our local accounts is dependent upon the availability and movement of that cash into our 
corporate accounts. For all these reasons, from time to time, we carry a significant cash balance, while also utilizing our senior credit facility.

Cash and Cash Equivalents

We had cash and cash equivalents of $22.2 million at December 31, 2016, compared to $18.7 million at December 31, 2015. The cash balances 
reflect our ability to utilize funds deposited into our local bank accounts. Availability, timing of deposits and the subsequent movement of cash 
into our corporate bank accounts may result in significant changes to our cash balances.

37

Summary of Cash Flows

(millions)
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities

Operating Activities

Years ended December 31,
2015

2014

2016

$
$
$

59.7
13.8
42.1

$
$
$

43.6
11.8
30.6

$
$
$

51.6
14.9
41.5

Our primary sources of funds are cash flows from operating activities and changes in operating assets and liabilities.

Net cash provided by operating activities totaled $59.7 million for 2016, compared to $43.6 million for 2015. Cash provided during 2016 included 
$61.1 million from operations, partially offset by changes in operating assets and liabilities that resulted in a cash use of $1.4 million. The net 
decrease in operating assets and liabilities resulted primarily from: (i) a net increase in notes and accounts receivable of $15.9 million due to 
timing of collections, (ii) a net increase in prepaid expenses and other of $1.5 million, partially offset by (iii) a net increase in accounts payable 
and accrued liabilities of $16.0 million, which primarily resulted from the timing on payments to our clients as described under "Daily Cash 
Collections" and vendors and increases in amount of book overdrafts included in accounts payable.  

Net cash provided by operating activities totaled $43.6 million for 2015, compared to $51.6 million for 2014. Cash provided during 2015 included 
$49.9 million from operations, partially offset by changes in operating assets and liabilities that resulted in a cash use of $6.3 million. The net 
decrease in operating assets and liabilities resulted primarily from: (i) a net decrease in accounts payable and accrued liabilities of $17.9 million, 
which primarily resulted from the timing on payments to our clients as described under "Daily Cash Collection" and vendors and decreases in 
the amount of book overdrafts included in accounts payable, partially offset by (ii) a net decrease in notes and accounts receivable of $3.5 
million due to timing of collections, and (iii) a net decrease in prepaid expenses and other of $8.1 million by managing the cash outlay for future 
expenses yet to be incurred.

Net cash provided by operating activities totaled $51.6 million for 2014, compared to $34.9 million for 2013. Cash provided during 2014 included 
$45.6 million from operations and changes in operating assets and liabilities of $6.0 million. The net increase in operating assets and liabilities 
resulted primarily from: (i) a net decrease in notes and accounts receivables of $5.4 million due to timing of collections, (ii) a net decrease in 
prepaid expenses and other of $2.1 million by managing cash outlay for future expenses yet to be incurred, (iii) a decrease in accounts payable 
and accrued liabilities of $1.5 million, which primarily resulted from the timing on payments to our clients as described under ‘‘Daily Cash 
Collections’’ and incurred expenses towards the later part of the year.

Investing Activities

Net cash used in investing activities totaled for $13.8 million for 2016, compared to $11.8 million in 2015. Cash used in investing activities in 
2016 included capital expenditures of $13.0 million for capital investments needed to secure and/or extend leased facilities and investments 
in information system enhancements and infrastructure and $3.8 million for cost of contract purchases; partially offset by $3.0 million of proceeds 
from the sale of assets and contract terminations. 

Net cash used in investing activities totaled $11.8 million for 2015, compared to $14.9 million in 2014. Cash used in investing activities in 2015 
included capital expenditures of $9.6 million for capital investments needed to secure and/or extend leased facilities and investments in IT 
projects, cost of contract purchased for $3.7 million, partially offset by proceeds from the sale of a business of $1.0 million, net, and sale of 
equipment and contract terminations of $0.5 million. 

Net cash used in investing activities totaled $14.9 million for 2014, compared to $13.3 million in 2013.  Cash used in investing activities in 2014 
included capital expenditures of $13.5 million for capital investments needed to secure and/or extend leased facilities and investments in IT 
projects, cost of contract of contract purchased for $2.3 million, partially offset by proceeds from the sale of equipment and contract terminations 
of $0.9 million.

Financing Activities

Net cash used in financing activities totaled $42.1 million in 2016, compared to $30.6 million in 2015. Cash used in financing activities for 2016 
included net payments on the Restated Credit Facility of $31.0 million, distributions to noncontrolling interests of $3.3 million, payments on 
other long-term borrowings of $0.3 million, and $7.5 million on the repurchase of common stock. 

Net cash used in financing activities totaled $30.6 million in 2015, compared to $41.5 million in 2014. Cash used in financing activities for 2015 
included net payments on the Senior Credit Facility and Restated Credit Facility of $36.4 million, distributions to noncontrolling interests of $3.1 
million, payments of debt issuance costs and original discount on borrowings of $1.4 million, and payments on other long-term borrowings of 
$0.3 million, partially offset by proceeds from the Restated Credit Facility of $10.4 million, tax benefits related to the vesting of restricted stock 
units of $0.3 million and $0.1 million for a contingency obligation for businesses acquired.

Net cash used in financing activities totaled $41.5 million in 2014, compared to $26.4 million in 2013. Cash used in financing activities for 2014 
included $1.8 million for businesses acquired, net payments on the Senior Credit Facility of $36.9 million, distributions on noncontrolling interests 
of $2.9 million, partially offset by $0.2 million of proceeds from other other long-term borrowings and a $0.1 million excess tax expense.

38

Summary Disclosures about Contractual Obligations and Commercial Commitments

The following summarizes certain of our contractual obligations at December 31, 2016 and the effect such obligations are expected to have 
on our liquidity and cash flow in future periods. The nature of our business is to manage parking facilities and as a result, we do not have 
significant short-term purchase obligations.

(millions)
Contractual obligations
Operating leases (1)
Capital leases
Total contractual obligations
Other Long-Term Liabilities
Deferred Compensation
Other long-term liabilities (2)
Total other long-term liabilities
Commercial Commitments
Restated Senior Credit Facility (3)
Other Debt (3)
Interest payments on debt and long-term liabilities
Letters of credit (4)
Total commercial commitments
Total

Total

2017

2018 - 2019

2020 -2021 

2022 and
thereafter

Payments Due by Period

$

$

$

$

$

$
$

956.7
0.2
956.9

8.3
56.4
64.7

196.3
1.5
19.8
59.6
277.2
1,298.8

$

$

$

$

$

$
$

225.2
0.1
225.3

0.9
21.3
22.2

20.0
1.4
7.3
59.6
88.3
335.8

$

$

$

$

$

$
$

357.6
0.1
357.7

2.8
22.3
25.1

40.0
0.1
12.2
—
52.3
435.1

$

$

$

$

$

$
$

159.5
—
159.5

1.4
8.8
10.2

136.3
—
0.3
—
136.6
306.3

$

$

$

$

$

$
$

214.4
—
214.4

3.2
4.0
7.2

—
—
—
—
—
221.6

(1)  Represents minimum rental commitments, excluding (i) contingent rent provisions under all non-cancelable leases; and (ii) sublease income of $43.6 million.

(2)  Represents customer deposits, insurance claims and obligation related to acquisitions.

(3)  Represents principal amounts. See Note 11. Borrowing Arrangements to the consolidated financial statements included in Item 15."Exhibits and Financial Statements 

Schedules."

(4)  Represents aggregate amount of currently issued letters of credit at their maturities.

We made contingent payments for business acquired (earn-outs) of $nil, $0.1 million and $1.8 million for each of the years ended 2016, 2015
and 2014, respectively. In addition, we received deficiency repayments (net of deficiency payments made) related to the Bradley Agreement 
of $1.7 million, $1.8 million and $1.3 million for the years ended December 31, 2016 and 2015 and 2014, respectively.

The above schedule does not include any amounts for expected deficiency payments in the "less than one year" category or any other "payments 
due by period" category, as we concluded that the potential for future deficiency payments did not meet the criteria of both probable and 
estimable.

39

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management 
to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of 
contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical 
accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and 
which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that 
are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We base 
these  estimates  and  judgments  on  historic  experience  and  on  various  other  assumptions  that  are  believed  to  be  reasonable  under  the 
circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily 
apparent from other sources. Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future 
events affecting them may differ materially from our current judgments and estimates.

This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. We also have other key 
accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results, which 
are included in Note 1. Significant Accounting Policies and Practices of the notes to the consolidated financial statements included in Part IV, 
Item 15. "Exhibits and Financial Statement Schedules."

Goodwill and Other Intangibles

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting 
Standards Board's ("FASB") authoritative accounting guidance on goodwill, we do not amortize goodwill but rather evaluate it for impairment 
on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. We have elected to assess 
the impairment of goodwill annually on the first day of our fiscal fourth quarter, or at an interim date if there is an event or change in circumstances 
indicate the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance 
relative to expected historical or projected future operating results, significant changes in the use of acquired assets or our business strategy, 
a change in reportable segments and significant negative industry or economic trends.

A multi-step impairment test is performed on goodwill. For our fourth quarter 2016 goodwill impairment test, we utilized the option to evaluate 
various qualitative factors to determine the likelihood of impairment and if it was more likely than not that the fair value of the reporting units 
were less than the carrying value of the reporting unit.  We concluded there was no impairment of goodwill at any of the reporting units.   

If we do not elect to perform a qualitative assessment, we can voluntarily proceed directly to Step 1. We performed a Step 1 goodwill test as 
of January 1, 2016 due to a change in reporting units.  In Step 1, we perform a quantitative analysis to compare the fair value of the reporting 
unit to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that 
unit, goodwill is not considered impaired, and we are not required to perform further testing. If the carrying value of the net assets assigned to 
the reporting unit exceeds the fair value of the reporting unit, then we must perform Step 2 of the impairment test in order to determine the 
implied fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then we would 
record an impairment loss equal to the difference.

The goodwill impairment test is performed at the reporting unit level; our reporting units represent our operating segments, which are comprised 
of our four operating segments. Management determines the fair value of each of its reporting units by using a discounted cash flow approach 
and a market approach using multiples of EBITDA of comparable companies to estimate market value. In addition, we compare our derived 
enterprise value on a consolidated basis to our market capitalization as of its test date to ensure its derived value approximates our market 
value when taken as a whole.

In conducting our goodwill impairment quantitative assessments, we analyzed actual and projected growth trends of the reporting units, gross 
margin, operating expenses and EBITDA (which also includes forecasted five-year income statement and working capital projections, a market-
based weighted average cost of capital and terminal values after five years). We also assess critical areas that may impact our business 
including economic conditions, market related exposures, competition, changes in product offerings and changes in key personnel. As part of 
the 2016 and 2015 goodwill assessments, we engaged a third party to evaluate our reporting units' fair values.

We continue to perform a goodwill impairment test as required on an annual basis and on an interim basis, if certain conditions exist. Factors 
we  consider  important,  which  could  result  in  changes  to  our  estimates,  include  underperformance  relative  to  historical  or  projected  future 
operating results and declines in acquisitions and trading multiples. Due to the diverse customer base, we do not believe our future operating 
results will vary significantly relative to its historical and projected future operating results. However, future events may indicate differences 
from our judgments and estimates that could, in turn, result in impairment charges in the future. Future events that may result in impairment 
charges include increases in interest rates, which would impact discount rates, unfavorable economic conditions or other factors that could 
decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Factors that could potentially 
have an unfavorable economic effect on our judgments and estimates include, among others: changes imposed by governmental and regulatory 
agencies, such as property condemnations and assessment of parking-related taxes; construction or other events that could change traffic 
patterns; and terrorism or other catastrophic events.

Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment when circumstances change that 
would create a triggering event. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. We 
evaluate the remaining useful life of the other intangible assets on a periodic basis to determine whether events or circumstances warrant a 
revision to the remaining useful life. Assumptions and estimates about future values and remaining useful lives of our intangible and other long-

40

lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic 
trends, and internal factors, such as changes in our business strategy and internal forecasts. Although management believes the historical 
assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial 
results.

Long-Lived Assets

We evaluate long-lived asset groups whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. 
Events or circumstances that would result in an impairment review primarily include a significant change in the use of an asset, or the planned 
sale or disposal of an asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to 
future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is 
measured by the amount by which the carrying value of the asset exceeds its fair value. Our estimates of future cash flows from such assets 
could be impacted if it underperforms relative to historical or projected future operating results.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment 
are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from changes in actual results 
or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in an impairment charge.

Insurance Reserves

We purchase comprehensive casualty insurance (including, without limitation, general liability, automobile liability, garage-keepers legal liability, 
worker's compensation and umbrella/excess liability insurance) covering certain claims that arise in connection with our operations. Under our 
various  liability  and  workers'  compensation  insurance  policies,  we  are  obligated  to  pay  directly  or  reimburse  the  insurance  carrier  for  the 
deductible / retention amount of each loss covered by our general/garage liability, automobile liability policies, and workers' compensation and 
garage keepers legal liability policies. As a result, we are effectively self-insured for all claims up to the deductible / retention amount for each 
loss. It is our policy to record our self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported. We 
utilize historical claims experience and actuarial methods which consider a number of factors to estimate our ultimate cost of losses incurred 
in determining the required level of insurance reserves and timing of expense recognition associated with claims against us. This determination 
requires the use of judgment in both the estimation of probability when determining the required insurance reserves and amount to be recognized 
as an expense. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result 
in increased expense recognition in the future.

Allowance for Doubtful Accounts

We report accounts receivable, net of an allowance for doubtful accounts, to represent our estimate of the amount that ultimately will be realized 
in cash. In determining the adequacy of the allowance for doubtful accounts, we primarily use the review of specific accounts but also use 
historical collection trends and aging of receivables and make adjustments in the allowance as necessary. Changes in economic conditions or 
other  circumstances  could  have  an  impact  on  the  collection  of  existing  receivable  balances  or  future  allowance  for  doubtful  account 
considerations.

Income Taxes

Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, our assessments of the ultimate 
resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items.

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the 
expected future tax consequences of temporary differences between financial reporting amounts and the tax bases of existing assets and 
liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse 
or be settled. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. We have certain 
state net operating loss carry forwards which expire in 2036. We consider a number of factors in our assessment of the recoverability of our 
state net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future 
projections of income. Future changes in our operating performance along with these considerations may significantly impact the amount of 
net operating losses ultimately recovered, and our assessment of their recoverability.

When evaluating our tax positions, we account for uncertainty in income taxes in our consolidated financial statements. The evaluation of a 
tax position is a two-step process, the first step being recognition. We determine whether it is more-likely-than-not that a tax position will be 
sustained upon tax examination, including resolution of any related appeals or litigation, based on only the technical merits of the position. If 
a tax position does not meet the more-likely-than-not threshold, the benefit of that position is not recognized in our financial statements. The 
second step is measurement. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized upon 
ultimate resolution with a taxing authority.

Legal and Other Contingencies

We are subject to claims and litigation in the normal course of our business. The outcomes of claims and legal proceedings brought against 
us and other loss contingencies are subject to significant uncertainty. We accrue a charge when our management determines that it is probable 
that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, 
we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record 
the lowest amount in the estimated range of loss and disclose the estimated range. We do not record liabilities for reasonably possible loss 

41

contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot 
provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. In addition, we accrue 
for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent 
to  appeal.  We  regularly  evaluate  current  information  available  to  us  to  determine  whether  an  accrual  should  be  established  or  adjusted. 
Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant estimation and 
judgment.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rates

Our primary market risk exposure consists of risk related to changes in interest rates. We use the variable rate Restated Credit Facility, discussed 
previously, to finance our operations. This Restated Credit Facility exposes us to variability in interest payments due to changes in interest 
rates. If interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We 
believe that it is prudent to limit our exposure to an increase in interest rates.

In October 2012, we entered into interest rate swap transactions (collectively, the "Interest Rate Swaps") with each of JPMorgan Chase Bank, 
Bank of America and PNC Bank, N.A. in an initial aggregate notional amount of $150.0 million (the "Notional Amount"). The Interest Rate Swaps 
have an effective date of October 31, 2012 and a termination date of September 30, 2017. The Interest Rate Swaps effectively fix the interest 
rate on an amount of variable interest rate borrowings under our credit agreements, originally equal to the Notional Amount at 0.7525% per 
annum plus the applicable margin rate for LIBOR loans under our credit agreements determined based upon SP Plus's consolidated total debt 
to EBITDA ratio. The Notional Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal 
under our credit agreements. These Interest Rate Swaps are classified as cash flow hedges, and we calculate the effectiveness of the hedge 
on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase of interest expense. For the year 
ended December 31, 2016 and 2015, no ineffective portion of the cash flow was recognized as interest expense. See Note 10. Fair Value 
Measurement for the fair value of the Interest Rate Swaps for the year ended December 31, 2016 and 2015.

We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

In February 2015, we entered into a Restated Credit Agreement. Pursuant to the terms, and subject to the conditions, of the Restated Credit 
Agreement, as described in Note 11, Borrowing Arrangements within our Consolidated Financial Statements, the Lenders have made available 
to us a Restated Credit Facility that permits aggregate borrowings of $400.0 million consisting of (i) a revolving credit facility of up to $200.0 million 
at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million at any time outstanding, and (ii) a term loan 
facility of $200.0 million, subject to securing additional commitments from the Lenders or new lending institutions. Interest expense on such 
borrowings is sensitive to changes in the market rate of interest. If we were to borrow the entire non-hedged variable rate debt of $114.9 million 
available under the revolving credit facility, a 1 percent (%) increase in the average market rate would result in an increase in our annual interest 
expense of $1.2 million. This amount is determined by considering the impact of the hypothetical interest rates on our borrowing cost, but does 
not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the 
specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in our financial structure.

Foreign Currency Risk

Substantially all of our operations are conducted in the United States and, as such, are not subject to material foreign currency exchange risk. 
All foreign investments are denominated in U.S. dollars, with the exception of Canada. We had approximately $1.2 million of Canadian dollar 
denominated cash instruments at December 31, 2016, and no debt instruments denominated in Canadian dollar at December 31, 2016. We 
do not hold any hedging instruments related to foreign currency transactions.

We monitor foreign currency positions and may enter into certain hedging instruments in the future should we determine that exposure to 
foreign exchange risk has increased.

42

Item 8.    Financial Statements and Supplementary Data

The consolidated financial statements and related notes and schedules required by this Item are incorporated into this Form 10-K 
and set forth in Part IV, Item 15. "Exhibits and Financial Statement Schedules" herein.

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

None.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Prior to the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and under the supervision and 
with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller, 
we  carried  out  an  evaluation  of  the  effectiveness  of  the  design  and  operation  of  our  disclosure  controls  and  procedures  (the 
"Evaluation") at a reasonable assurance level as of the last day of the period covered by this Form 10-K.

Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the 
"Exchange Act") as controls and other procedures that are designed to ensure that information required to be disclosed in the 
reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods 
specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures 
designed  to  ensure  that  information  required  to  be  disclosed  in  the  reports  that  we  file  or  submit  under  the  Exchange Act  is 
accumulated and communicated to our management, including our Chief Executive Officer, Chief Financial Officer and Corporate 
Controller, to allow timely decisions regarding required disclosures.

Based  upon  the  Evaluation,  our  Chief  Executive  Officer,  Chief  Financial  Officer  and  Corporate  Controller  concluded  that  our 
disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2016.

Inherent Limitations of the Effectiveness of Internal Control

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting 
and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles 
("GAAP"). Our internal control over financial reporting includes those policies and procedures that:

(i)  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 

dispositions of the Company's assets;

(ii)  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in 

accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with 
authorizations of the Company's management and directors; and

(iii)  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the 

Company's assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller, does not expect that our 
internal controls 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 objectives of the control system are met. Further, the design of a control 
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their 
costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance 
that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in 
future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, 
or that the degree of compliance with the policies or procedures may deteriorate.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal 
control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation 
and fair presentation of our published financial statements.

Prior to the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, our management assessed the 
effectiveness of our internal control over financial reporting as of the last day of the period covered by the report. In making this 
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 
("COSO") in Internal Control—Integrated Framework (2013 Framework). Based on our Evaluation under the COSO Framework, 
our management concluded that our internal control over financial reporting was effective as of December 31, 2016.

43

Ernst & Young LLP has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part 
of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of 2016, which were identified in 
connection with the Evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over 
financial reporting.

Item 9B.    Other Information

None.

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

Information  required  by  this  item  with  respect  to  our  directors  and  compliance  by  our  directors,  executive  officers  and  certain 
beneficial owners of our common stock with Section 16(a) of the Exchange Act is incorporated by reference to all information under 
the captions entitled "Board Matters—Nominees for Director," "Board Matters—Nomination Process," "Our Corporate Governance 
Practices—Codes of Conduct and Ethics," "Board Committees and Meetings," "Executive Officers" and "Section 16(a) Beneficial 
Ownership Reporting Compliance" included in our 2017 Proxy Statement.

We have adopted a code of ethics as part of our compliance program. The code of ethics applies to our Chief Executive Officer 
(Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Corporate Controller (Principal Accounting 
Officer). In addition we have adopted a code of business conduct that applies to all of our officers and employees. Any amendments 
to, or waivers from, our code of ethics will be posted on our website www.spplus.com. A copy of these codes of conduct and ethics 
will be provided to you without charge upon request to investor_relations@spplus.com.

Item 11.    Executive Compensation 

Information required by this item is incorporated by reference to all information under the caption entitled "Compensation Discussion 
and Analysis,"  "Compensation  Committee  Report,"  "Executive  Compensation,"  and  "Non-Employee  Director  Compensation," 
included in our 2017 Proxy Statement.

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

Information required by this item is incorporated by reference to all information under the caption entitled "Equity Compensation 
Plan Information" and "Security Ownership" included in our 2017 Proxy Statement.

Item 13.    Certain Relationships and Related Transactions and Director Independence

Information required by this item is incorporated by reference to all information under the caption "Board Matters—Nomination 
Process—Board  Designees,"  "Our  Corporate  Governance  Practices—Director  Independence,"  "Our  Corporate  Governance 
Practices—Related-Party Transaction Policy," and "Transactions with Related Persons and Control Persons" included in our 2017 
Proxy Statement.

Item 14.    Principal Accountant Fees and Services

Information required by this item is incorporated by reference to all information under the caption "Audit Committee Disclosure—
Principal Accounting Fees and Services," and "Audit Committee Disclosure—Procedures for Audit Committee Pre-Approval of Audit 
and Permissible Non-Audit Services of our Independent Registered Public Accounting Firm" included in our 2017 Proxy Statement.

44

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)   Financial Statements and Schedules

1.   Financial Statements

Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Audited Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2016 and 2015
For the years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2.   Financial Statement Schedule

46
47

48

49
50
51
52
53

The following financial statement schedule is included in this report and should be read in conjunction with the financial statements 
and Report of Independent Registered Public Accounting Firm referred to above.

Schedule II—Valuation and Qualifying Accounts

88

Other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission 
of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

(b)   Exhibits Required by Item 601 of Regulation S-K

The information required by this item is set forth on the exhibit index that follows the signature page of this report.

45

 
 
The Board of Directors and Stockholders of SP Plus Corporation

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of SP Plus Corporation as of December 31, 2016 and 2015, and 
the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three 
years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at 
Item 15. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to 
express an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position 
of SP Plus Corporation at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each 
of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also 
in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a 
whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), SP 
Plus Corporation's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control
—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) 
and our report dated February 23, 2017, expressed an unqualified opinion thereon.

Chicago, Illinois
February 23, 2017 

/s/ ERNST & YOUNG LLP

46

 
The Board of Directors and Stockholders of SP Plus Corporation

Report of Independent Registered Public Accounting Firm

We  have  audited  SP  Plus  Corporation's  internal  control  over  financial  reporting  as  of  December 31,  2016,  based  on  criteria 
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway 
Commission (2013 framework) (the COSO criteria). SP Plus Corporation's management is responsible for maintaining effective 
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included 
in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express 
an opinion on the company's internal control over financial reporting based on our audit.

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

A company's internal control over financial reporting is a process designed 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.

In our opinion, SP Plus Corporation maintained, in all material respects, effective internal control over financial reporting as of 
December 31, 2016, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 
consolidated balance sheets of SP Plus Corporation as of December 31, 2016 and 2015, and the related consolidated statements 
of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 
2016, and our report dated February 23, 2017 expressed an unqualified opinion thereon.

Chicago, Illinois
February 23, 2017 

/s/ ERNST & YOUNG LLP

47

 
SP Plus Corporation
Consolidated Balance Sheets

(millions, except for share and per share data)
Assets
Cash and cash equivalents
Notes and accounts receivable, net
Prepaid expenses and other
Total current assets

Leasehold improvements, equipment, land and construction in progress, net
Other assets

Advances and deposits
Other intangible assets, net
Favorable acquired lease contracts, net
Equity investments in unconsolidated entities
Other assets, net
Deferred taxes
Cost of contracts, net
Goodwill
Total other assets

Total assets
Liabilities and stockholders' equity
Accounts payable
Accrued rent
Compensation and payroll withholdings
Property, payroll and other taxes
Accrued insurance
Accrued expenses

Current portion of long-term obligations under Restated Credit Facility and other long-term
borrowings

Total current liabilities

Long-term borrowings, excluding current portion

Obligations under Restated Credit Facility
Other long-term borrowings

Unfavorable acquired lease contracts, net
Other long-term liabilities

Total noncurrent liabilities

Stockholders' equity

Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of December 31, 
2016 and 2015; no shares issued

Common stock, par value $0.001 per share; 50,000,000 shares authorized as of 
December 31, 2016 and 2015; 22,356,586 and 22,328,578 shares issued and outstanding as 
of December 31, 2016 and 2015, respectively
Treasury stock, 305,183 at cost; shares at December 31, 2016 and nil shares at December 
31, 2015
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total SP Plus Corporation stockholders' equity
Noncontrolling interest
Total shareholders' equity

Total liabilities and stockholders' equity

See Notes to Consolidated Financial Statements.

48

December 31,

2016

2015

$

$

$

22.2
120.7
13.7
156.6
30.9

4.3
61.3
30.0
18.5
16.3
17.9
11.4
431.4
591.1
778.6

109.9
21.7
25.7
7.6
18.1
25.5

20.4
228.9

174.5
0.2
174.7
40.2
66.4
281.3

—

—

(7.5)
251.2
(1.4)
25.9
268.2
0.2
268.4
778.6

$

18.7
105.1
13.9
137.7
34.6

5.0
75.9
38.1
19.0
14.9
15.7
11.9
431.3
611.8
784.1

95.1
22.9
21.0
8.6
19.4
25.4

15.2
207.6

209.4
0.5
209.9
50.3
66.2
326.4

—

—

—
247.9
(1.1)
2.8
249.6
0.5
250.1
784.1

$

$

$

$

 
 
 
 
 
 
 
 
 
 
 
SP Plus Corporation
Consolidated Statements of Income

(millions, except for share and per share data)
Parking services revenue
Lease contracts
Management contracts

Reimbursed management contract revenue
Total parking services revenue

Cost of parking services
Lease contracts
Management contracts

Reimbursed management contract expense
Total cost of parking services

Gross profit

Lease contracts
Management contracts
Total gross profit

General and administrative expenses
Depreciation and amortization
Operating income
Other expense (income)
Interest expense
Interest income
Gain on sale of a business
Gain on contribution of a business to an unconsolidated entity
Equity in losses from investment in unconsolidated entity
Total other expenses (income)

Earnings before income taxes
Income tax expense (benefit)
Net income
Less: Net income attributable to noncontrolling interest
Net income attributable to SP Plus Corporation
Common stock data

Net income per common share

Basic
Diluted

Weighted average shares outstanding

Basic
Diluted

See Notes to Consolidated Financial Statements.

$

$

$
$

Years Ended December 31,
2015

2014

2016

545.0
346.8
891.8
723.7
1,615.5

505.6
209.8
715.4
723.7
1,439.1

39.4
137.0
176.4
90.0
33.7
52.7

10.5
(0.5)
—
—
0.9
10.9
41.8
15.8
26.0
2.9
23.1

1.04
1.03

$

$

$
$

570.9
350.3
921.2
694.7
1,615.9

532.8
218.3
751.1
694.7
1,445.8

38.1
132.0
170.1
97.3
34.0
38.8

12.7
(0.2)
(0.5)
—
1.7
13.7
25.1
4.8
20.3
2.9
17.4

0.78
0.77

$

$

$
$

496.6
338.3
834.9
679.8
1,514.7

455.7
207.9
663.6
679.8
1,343.4

40.9
130.4
171.3
101.5
30.3
39.5

17.8
(0.4)
—
(4.1)
0.3
13.6
25.9
(0.2)
26.1
3.0
23.1

1.05
1.03

22,238,021
22,528,122

22,189,140
22,511,759

22,009,800
22,407,343

49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SP Plus Corporation
Consolidated Statements of Comprehensive Income

(millions)
Net income
Other comprehensive expense
Comprehensive income
Less: Comprehensive income attributable to noncontrolling interest

Comprehensive income attributable to SP Plus Corporation

$

$

See Notes to Consolidated Financial Statements.

Years Ended December 31,
2015

2014

2016

$

26.0
(0.3)
25.7
2.9

$

20.3
(0.9)
19.4
2.9

22.8

$

16.5

$

26.1
(0.3)
25.8
3.0

22.8

50

 
SP Plus Corporation
Consolidated Statements of Stockholders' Equity

Common Stock

Number
of
Shares

Par
Value

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings
(Accumulated
Deficit)

Treasury 
Stock

Noncontrolling
Interest

Total

21,977,311

$

— $

240.7

$

0.1

$

(37.7)

23.1

$

$

0.6

3.0

203.7

26.1

(millions, except for share and
per share data)

Balance (deficit) at December
31, 2013
Net income

Foreign currency translation 
adjustments
Effective portion of cash flow 
hedge
Issuance of stock grants

Vested restricted stock units

Non-cash stock-based 
compensation related to 
restricted stock units

Tax benefit from exercise of 
stock options
Distribution to noncontrolling 
interest
Balance (deficit) at December
31, 2014
Net income

Foreign currency translation 
adjustments
Effective portion of cash flow 
hedge
Issuance of stock grants

Vested restricted stock units

Proceeds from exercise of 
stock options
Non-cash stock-based 
compensation related to 
restricted stock units and 
performance share units

Tax benefit from vesting of 
restricted stock
Distribution to noncontrolling 
interest

Balance (deficit) at December
31, 2015
Net income

Foreign currency translation 
adjustments
Effective portion of cash flow 
hedge
Issuance of stock grants

Vested restricted stock units

Non-cash stock-based 
compensation related to 
restricted stock units and 
performance share units

Treasury stock

Distribution to noncontrolling 
interest
Balance (deficit) at December 
31, 2016

19,336

131,078

(0.2)

(0.2)

0.5

2.8

(0.1)

22,127,725

$

— $

243.9

$

(0.2) $

(14.6) $

— $

17.4

(0.7)

(0.2)

29,305

164,447

7,101

—

—

—

0.7

—

—

3.0

0.3

22,328,578

$

— $

247.9

$

(1.1) $

2.8

$

— $

23.1

(0.2)

(0.1)

(3.1)

0.5

2.9

$

26,593

1,415

—

—

0.6

2.7

(7.5)

(3.3)

22,356,586

$

— $

251.2

$

(1.4) $

25.9

$

(7.5) $

0.2

$

268.4

(0.2)

(0.2)

0.5

—

2.8

(0.1)

(2.9)

(2.9)

$

0.7

2.9

229.8

20.3

(0.7)

(0.2)

0.7

—

—

3.0

0.3

(3.1)

250.1

26.0

(0.2)

(0.1)

0.6

—

2.7

(7.5)

(3.3)

See Notes to Consolidated Financial Statements.

51

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SP Plus Corporation
Consolidated Statements of Cash Flows

(millions)
Operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
Net accretion of acquired lease contracts
(Gain) loss on sale of equipment
Net gain on sale of business
Amortization of debt issuance costs
Amortization of original discount on borrowings
Non-cash stock-based compensation
Provision for losses on accounts receivable
Excess tax (benefit) expense related to vesting of restricted stock units
Gain on contribution of a business to an unconsolidated entity
Deferred income taxes
Changes in operating assets and liabilities
Notes and accounts receivable
Prepaid assets
Other assets
Accounts payable
Accrued liabilities
Net cash provided by operating activities
Investing activities

Purchase of leasehold improvements and equipment
Proceeds from sale of equipment and contract terminations
Cash received from sale of business, net
Cost of contracts purchased
Net cash used in investing activities
Financing activities

Contingent payments for businesses acquired
Payments on senior credit facility revolver (Senior Credit Facility and 
Restated Credit Facility)
Proceeds from senior credit facility revolver (Senior Credit Facility and 
Restated Credit Facility)
Proceeds from term loan (Restated Credit Facility)
Payments on term loan (Senior Credit Facility and Restated Credit 
Facility)
Proceeds from (payments on) other long-term borrowings
Distribution to noncontrolling interest
Payments of debt issuance costs and original discount on borrowings
Excess tax (benefit) expense related to vesting of restricted stock units
Repurchase of common stock
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental Disclosures
Cash paid during the period for

Interest
Income taxes, net

See Notes to Consolidated Financial Statements.

Year Ended December 31,

2016

2015

2014

$

26.0

$

20.3

$

34.2
(1.8)
(0.3)
—
0.8
0.5
3.4
0.4
—
—
(2.1)

(15.9)
(1.0)
(0.5)
14.8
1.2
59.7

(13.0)
3.0
—
(3.8)
(13.8)

—

(401.0)

385.0

—

(15.0)

(0.3)
(3.3)
—
—
(7.5)
(42.1)
(0.3)
3.5
18.7
22.2

9.2
17.6

$

$
$

34.1
(0.9)
0.4
(0.5)
1.1
1.0
3.7
0.7
(0.3)
—
(9.7)

3.5
3.7
4.4
(11.4)
(6.5)
43.6

(9.6)
0.5
1.0
(3.7)
(11.8)

(0.1)

(460.9)

439.5

10.4

(15.0)

(0.3)
(3.1)
(1.4)
0.3
—
(30.6)
(0.7)
0.5
18.2
18.7

10.7
18.1

$

$
$

$

$
$

26.1

30.4
(1.0)
(0.3)
—
1.3
1.2
3.3
0.7
0.1
(4.1)
(12.1)

5.4
2.6
(0.5)
(9.0)
7.5
51.6

(13.5)
0.9
—
(2.3)
(14.9)

(1.8)

(572.6)

568.0

—

(32.3)

0.2
(2.9)
—
(0.1)
—
(41.5)
(0.2)
(5.0)
23.2
18.2

13.9
1.3

52

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SP PLUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(millions, except share and per share data)

1. Significant Accounting Policies and Practices

The Company

SP  Plus  Corporation  (the  "Company")  provides  parking  management,  ground  transportation  and  other  ancillary  services  to 
commercial, institutional and municipal clients in urban markets and airports across the United States, Puerto Rico and Canada. 
These services include a comprehensive set of on-site parking management and ground transportation services, which include 
facility maintenance, training, scheduling and supervising all service personnel as well as providing customer service, marketing, 
and accounting and revenue control functions necessary to facilitate the operation of clients' facilities. The Company also provides 
a range of ancillary services such as airport shuttle operations, valet services, taxi and livery dispatch services, security services 
and municipal meter revenue collection and enforcement services.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest 
Entities ("VIEs") in which the Company is the primary beneficiary. All significant intercompany profits, transactions and balances 
have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying 
notes. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis 
using historical experience and other factors, including the current environment.

Foreign Currency Translation

The functional currency of the Company's foreign operations is the local currency. Accordingly, assets and liabilities of the Company's 
foreign operations are translated from foreign currencies into U.S. dollars at the rates in effect on the balance sheet date while 
income and expenses are translated at the weighted-average exchange rates for the year.  Adjustments resulting from the translations 
of foreign currency financial statements are accumulated and classified as a separate component of stockholders' equity.

Cash and Cash Equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash 
equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or 
use  under  the  terms  of  certain  contractual  agreements  was  $0.3  million  and  $0.9  million  as  of  December 31,  2016  and  2015, 
respectively, and are included within Cash and cash equivalents within the Consolidated Balance Sheet.

Allowance for Doubtful Accounts

Accounts receivable, net of the allowance for doubtful accounts, represents the Company's estimate of the amount that ultimately 
will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using 
historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as 
necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable 
balances or future allowance considerations. As of December 31, 2016 and 2015, the Company's allowance for doubtful accounts 
was $0.4 million and $0.9 million, respectively.

Leasehold Improvements, Equipment, Land and Construction in Progress, net

Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation 
and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 2 to 10 years. 
Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Leasehold 
improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, 
whichever is shorter (weighted average remaining life of approximately 8.4 years).

Certain costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over 
the estimated useful life of software.

Cost of Contracts

Cost of contracts represents the cost of obtaining contractual rights associated with providing parking services at a managed or 
leased facility. Cost of parking contracts are amortized over the estimated life of the contracts, including anticipated renewals and 
terminations. Estimated lives are based on the contract life or anticipated lives of the contract.

53

Goodwill and Other Intangibles

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial 
Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company does not amortize goodwill 
but rather evaluates it for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill 
to become impaired. The Company has elected to assess the impairment of goodwill annually on the first day of its fiscal fourth 
quarter, or at an interim date if there is an event or change in circumstances indicate the carrying value may not be recoverable. 
Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected 
future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry 
or economic trends.

A multi-step impairment test is performed on goodwill. For the fourth quarter 2016 goodwill impairment test, the Company utilized 
the option to evaluate various qualitative factors to determine the likelihood of impairment and if it was more likely than not that the 
fair value of the reporting units were less than the carrying value of the reporting unit.  The Company concluded there was no
impairment of goodwill at any of the reporting units.  

If the Company does not elect to perform a qualitative assessment, it can voluntarily proceed directly to Step 1. The Company 
performed a Step 1 goodwill test as of January 1, 2016 due to a change in reporting units. In Step 1, the Company performs a 
quantitative analysis to compare the fair value of the reporting unit to its carrying value including goodwill. If the fair value of the 
reporting  unit  exceeds  the  carrying  value  of  the  net  assets  assigned  to  that  unit,  goodwill  is  not  considered  impaired,  and  the 
Company's is not required to perform further testing. If the carrying value of the net assets assigned to the reporting unit exceeds 
the fair value of the reporting unit, then the Company must perform Step 2 of the impairment test in order to determine the implied 
fair value of the reporting unit's goodwill. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, then the 
Company would record an impairment loss equal to the difference.

The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, 
consisting of the Urban reporting unit, Airport transportation services reporting unit, USA Parking reporting unit and event planning 
and transportation services reporting unit. The December 31, 2016 goodwill balances by reportable segment are presented in detail 
in Note. 9 Goodwill. Management determines the fair value of each of its reporting units by using a discounted cash flow approach 
and a market approach using multiples of EBITDA of comparable companies to estimate market value. In addition, the Company 
compares its derived enterprise value on a consolidated basis to the Company's market capitalization as of its test date to ensure 
its derived value approximates the market value of the Company when taken as a whole.

In conducting its goodwill impairment quantitative assessment, the Company analyzed actual and projected growth trends of the 
reporting unit, gross margin, operating expenses and EBITDA (which also includes forecasted five-year income statement and 
working capital projections, a market-based weighted average cost of capital and terminal values after five years). The Company 
also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, 
changes in product offerings and changes in key personnel for each of its reporting unit's. As part of the 2016 and 2015 annual 
goodwill assessments, the Company engaged a third party to evaluate its reporting unit's fair values.

The Company will continue to perform a goodwill impairment test as required on an annual basis and on an interim basis, if certain 
conditions exist. Factors the Company considers important, which could result in changes to its estimates, include under-performance 
relative to historical or projected future operating results and declines in acquisitions and trading multiples. Due to the broad customer 
base, the Company does not believe its future operating results will vary significantly relative to its historical and projected future 
operating results. However, future events may indicate differences from its judgments and estimates which could, in turn, result in 
impairment charges in the future. Future events that may result in impairment charges include increases in interest rates, which 
would impact discount rates, and unfavorable economic conditions or other factors which could decrease revenues and profitability 
of  existing  locations  and  changes  in  the  cost  structure  of  existing  facilities.  Factors  that  could  potentially  have  an  unfavorable 
economic  effect  on  management's  judgments  and  estimates  include,  among  others:  changes  imposed  by  governmental  and 
regulatory agencies, such as property condemnations and assessment of parking-related taxes; and construction or other events 
that could change traffic patterns; and terrorism or other catastrophic events. 

Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment when circumstances 
change that would create a triggering event. Intangible assets with finite lives are amortized on a straight-line basis over their 
estimated useful lives. The Company evaluates the remaining useful life of the other intangible assets on a periodic basis to determine 
whether events or circumstances warrant a revision to the remaining useful life. Assumptions and estimates about future values 
and remaining useful lives of its intangible and other long-lived assets are complex and subjective. They can be affected by a variety 
of factors, including external factors such as industry and economic trends, and internal factors, such as changes in its business 
strategy  and  internal  forecasts. Although  management  believes  the  historical  assumptions  and  estimates  are  reasonable  and 
appropriate, different assumptions and estimates could materially impact its reported financial results.

Long-Lived Assets

The Company evaluates long-lived asset groups whenever events or circumstances indicate that the carrying value of an asset or 
asset group may not be recoverable. Events or circumstances that would result in an impairment review primarily include a significant 
change in the use of an asset, or the planned sale or disposal of an asset. Recoverability of assets to be held and used is measured 
by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset 

54

group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the 
asset exceeds its fair value. The Company's estimates of future cash flows from such assets could be impacted if it underperforms 
relative to historical or projected future operating results.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine 
the impairment are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from 
changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could 
result in an impairment charge.

Debt Issuance Costs

The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using 
the effective interest method. Pursuant to ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), adopted by the Company 
on December 31, 2015, debt issuance costs of $1.6 million and $2.4 million at December 31, 2016, and 2015, respectively, are 
recorded as a direct deduction from the carrying amount of the Company's debt balance within the Consolidated Balance Sheets 
and are reflected net of accumulated amortization of $9.0 million and $8.2 million respectively.  Amortization expense related to 
debt issuance costs and included in interest expense within the Consolidated Statements of Income was $0.8 million, $0.9 million 
and $1.3 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature 
of these financial instruments. Book overdrafts of $36.5 million and $25.8 million are included within Accounts payable within the 
Consolidated  Balance  Sheets  as  of  December 31,  2016,  and  2015,  respectively.  Long-term  debt  has  a  carrying  value  that 
approximates fair value because these instruments bear interest at variable market rates.

Insurance Reserves

The Company purchases comprehensive casualty insurance covering certain claims that arise in connection with its operations. 
In  addition,  the  Company  purchases  umbrella/excess  liability  coverage.  Under  the  various  liability  and  workers'  compensation 
insurance policies, the Company is obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount 
of each loss covered by its general/garage liability or automobile liability policies and its workers' compensation and garage keepers 
legal liability policies. As a result, the Company is, in effect, self-insured for all claims up to the deductible / retention amount of 
each loss. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in determining 
the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon 
the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably 
estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in 
both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience 
along with regular input from third party insurance advisers in determining the required level of insurance reserves. Future information 
regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense 
recognition in the future.

Legal and Other Commitments and Contingencies

The Company is subject to litigation in the normal course of its business. The Company applies the provisions as defined in the 
guidance related to accounting for contingencies in determining the recognition and measurement of expense recognition associated 
with legal claims against the Company.

Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need 
to record liabilities for potential losses and the disclosure of pending legal claims.

Certain lease contracts acquired in the Central Merger include provisions allocating to the Company responsibility for the cost of 
certain structural and other repairs required to be made to the leased property, including improvement and repair costs arising as 
a result of ordinary wear and tear. The Company recorded $0.7 million, $4.6 million and $1.3 million for the year ended December 31, 
2016, 2015 and 2014 respectively, of costs (net of expected recoveries of the total cost recognized by the Company through the 
applicable indemnity discussed further in Note 2. Central Merger and Restructuring, Merger and Integration Costs) in Cost of parking 
services-Lease contracts within the Consolidated Statements of Income for structural and other repair costs related to certain lease 
contracts acquired in the Central Merger, whereby the Company has expensed repair costs for certain leases and engaged third-
party general contractors to complete certain structural and other repair projects, and other indemnity related costs.  The Company 
currently expects to incur additional costs for certain structural and other repair costs pursuant to the contractual requirements of 
certain lease contracts acquired in the Central Merger ("Structural and Repair Costs"). Based on information available at this time, 
the Company currently expects to incur additional Structural and Repair Costs of $0.2 million. While the Company is unable to 
estimate with certainty when such remaining costs will be incurred, it is expected that a substantial majority of these costs will be 
incurred in early 2017.  Additionally and as further described in Note 2. Central Merger and Restructuring, Merger and Integration, 
the Company settled all outstanding matters between the former Central stockholders and the Company and is therefore unable 
to recover any additional Structural and Repair Costs yet to be incurred by the Company through the indemnity. 

55

Interest Rate Swaps

In October 2012, the Company entered into Interest Rate Swap transactions (collectively, the "Interest Rate Swaps") with each 
of JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. in an initial aggregate Notional Amount of $150.0 
million (the "Notional Amount"). The Interest Rate Swaps have a termination date of September 30, 2017. The Interest Rate 
Swaps effectively fix the interest rate on an amount of variable interest rate borrowings under the Company's credit agreements, 
originally equal to the Notional Amount at 0.7525% per annum plus the applicable margin rate for LIBOR loans under the 
Company's credit agreements determined based upon the Company's consolidated total debt to EBITDA ratio. The Notional 
Amount is subject to scheduled quarterly amortization that coincides with quarterly prepayments of principal under the credit 
agreements. These Interest Rate Swaps are classified as cash flow hedges, and the Company calculates the effectiveness of 
the hedge on a monthly basis. The ineffective portion of the cash flow hedge is recognized in earnings as an increase to interest 
expense. As of December 31, 2016, no ineffective portion of cash flow hedges has been recognized in interest expense. See 
Note 10. Fair Value Measurement for the fair value of the Interest Rate Swaps for the year ended December 31, 2016 and 2015.

The Company does not enter into derivative instruments for any purpose other than cash flow hedging purposes.

Parking Services Revenue

The Company's revenues are primarily derived from leased locations, managed properties and the providing of ancillary services, 
such as accounting, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, 
insurance (general, workers' compensation and health care) and other value-added services. In accordance with the guidance 
related to revenue recognition, revenue is recognized when persuasive evidence of an arrangement exists, the fees are fixed or 
determinable, and collectability is reasonably assured and as services are provided. The Company recognizes gross receipts (net 
of taxes collected from customers) as revenue from leased locations, and management fees for parking services, as the related 
services are provided. Ancillary services are earned from management contract properties and are recognized as revenue as those 
services are provided.

Cost of Parking Services

The  Company  recognizes  costs  for  leases,  non-reimbursed  costs  from  managed  facilities  and  reimbursed  expense  as  cost  of 
parking services. Cost of parking services consists primarily of rent and payroll related costs.

Reimbursed Management Contract Revenue and Expense

The Company recognizes as both revenues and expenses, in equal amounts, costs incurred by the Company that are directly 
reimbursed  from  its  management  clients. The  Company  has  determined  it  is  the  principal  in  these  transactions,  as  defined  in 
Accounting Standard Codification (ASC) 605-45 Principal Agent Considerations, based on the indicators of gross revenue reporting. 
As the principal, the Company is the primary obligor in the arrangement, has latitude in establishing price, discretion in supplier 
selection, and the Company assumes credit risk.

Advertising Costs

Advertising  costs  are  expensed  as  incurred  and  are  included  in  General  and  administrative  expenses  within  the  Consolidated 
Statements of Income. Advertising expenses aggregated $1.2 million, $1.6 million, and $1.3 million for 2016, 2015, and 2014, 
respectively.

Stock-Based Compensation

Share based payments to employees including grants of employee stock options, restricted stock units and performance-based 
share units are measured at the grant date, based on the estimated fair value of the award, and the related expense is recognized 
over  the  requisite  employee  service  period  or  performance  period  (generally  the  vesting  period)  for  awards  expected  to  vest 
(considering estimated forfeitures).

Equity Investment in Unconsolidated Entities

The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking 
facilities, of which 21 are consolidated under the VIE or voting interest models and 8 are unconsolidated where the Company’s 
ownership interests range from 30-50 percent and for which there are no indicators of control. The Company accounts for such 
investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity 
investments in unconsolidated entities within the Condensed Consolidated Balance Sheets. As the operations of these entities 
are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included 
in Parking services revenue—Lease contracts within the Condensed Consolidated Statements of Income. The equity earnings in 
these related investments were $2.4 million, $2.0 million, and $1.9 million for the year ended December 31, 2016, 2015 and 
2014, respectively.

In October 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. and contributed 
all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30 percent interest 
in the newly formed legal entity called Parkmobile, LLC ("Parkmobile"). The joint venture of Parkmobile provides on-demand and 
prepaid transaction processing for on- and off-street parking and transportation services. The contribution of the Click and Park 

56

business in the joint venture resulted in a loss of control of the business, and therefore it was deconsolidated from the Company's 
financial statements. As a result of the deconsolidation, the Company recognized a pre-tax gain of $4.1 million, which was measured 
as the fair value of the consideration received in the form of a 30 percent interest in Parkmobile less the carrying amount of the 
former business' net assets, including goodwill. The pre-tax gain is reflected in Gain on a sale of business within the Consolidated 
Statements  of  Income.  The  Company  accounts  for  its  investment  in  the  Parkmobile  joint  venture  using  the  equity  method  of 
accounting, and its underlying share of equity in Parkmobile is included in Equity investments in unconsolidated entities within the 
Consolidated  Balance  Sheets.    The  equity  earnings  in  the  Parkmobile  joint  venture  are  included  in  Equity  Investments  in 
Unconsolidated Entities within the Consolidated Statements of Income.

Non-Controlling Interests

Noncontrolling interests represent the noncontrolling holders' percentage share of income or losses from the subsidiaries in which 
the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included 
within in our consolidated financial statements.

Sale of Business

During the third quarter 2015, the Company signed an agreement to sell and subsequently sold portions of the Company’s security 
business primarily operating in the Southern California market to a third-party for a gross sales price of $1.8 million, which resulted 
in a gain on sale of business of $0.5 million, net of legal and other expenses. The pre-tax gain is reflected in Gain on sale of a 
business within the Consolidated Statements of Income. The assets under the sale agreement met the definition of a business as 
defined by ASU 805-10-55-4.  Cash consideration received during the third quarter 2015, net of legal and other expenses, was 
$1.0 million with the remaining consideration for the sale of the business being classified as contingent consideration, which per 
the sale agreement is based on the performance of the business and retention of current customers over an eighteen-month period, 
and due from the buyer in February 2017.  The buyer has sixty days from February 2017 to calculate and remit the remaining 
consideration.  The contingent consideration was valued at fair value as of the date of sale of the business and resulted in the 
Company recognizing a contingent consideration receivable from the buyer in the amount of $0.5 million.  The pre-tax profit for the 
operations of the sold business was not significant to prior periods presented.  See Note 10. Fair Value Measurement for the fair 
value of the contingent consideration receivable as of December 31, 2016 and 2015.

Income Taxes

Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, our assessments 
of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical 
items.

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized 
for the expected future tax consequences of temporary differences between financial reporting amounts and the tax bases of existing 
assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences 
are expected to reverse or settle. Income tax expense is the tax payable for the period plus the change during the period in deferred 
income taxes. The Company has certain state net operating loss carry forwards which expire in 2036. The Company considers a 
number of factors in its assessment of the recoverability of its net operating loss carryforwards including their expiration dates, the 
limitations imposed due to the change in ownership as well as future projections of income. Future changes in the Company's 
operating  performance  along  with  these  considerations  may  significantly  impact  the  amount  of  net  operating  losses  ultimately 
recovered, and its assessment of their recoverability.

When evaluating our tax positions, the Company accounts for uncertainty in income taxes in its consolidated financial statements. 
The evaluation of a tax position is a two-step process, the first step being recognition. The Company determines whether it is more-
likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation, 
based on only the technical merits of the position. If a tax position does not meet the more-likely-than-not threshold, the benefit of 
that position is not recognized in our financial statements. The second step is measurement. The tax position is measured as the 
largest amount of benefit that is more-likely-than-not of being realized upon ultimate resolution with a taxing authority.

Recent Accounting Pronouncements 

Adopted Accounting Pronouncements

In November 2015, the Financial Accounting Standards Board ("the FASB") issued Accounting Standards Update ("ASU") No. 
2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.  ASU 2015-17 requires entities to present 
deferred tax assets and liabilities as noncurrent on the balance sheet.  This ASU simplifies current guidance which requires entities 
to separately classify deferred tax assets and liabilities as current or noncurrent on the balance sheet.  The new guidance will be 
effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years.  
The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying 
the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not 
retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of 
the change on prior periods.  The Company adopted the provisions of ASU 2015-17 retrospectively in the fourth quarter of 2016.  
Upon adoption, $12.3 million of deferred taxes previously classified as a component of current assets in the Condensed Consolidated 
Balance Sheet as of December 31, 2015 have been reclassified as a component of long-term deferred tax assets.  The adoption 

57

of ASU 2015-17 did not have an impact on the Company's results of operations or cash flows.  See Note 14. Income Taxes for 
further details of the impact of ASU 2015-17.

In  September 2015,  the  FASB  issued ASU  No. 2015-16, Business  Combinations  (Topic  805):  Simplifying  the  Accounting  for 
Measurement-Period Adjustments. ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to 
provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are 
determined.  The amendment requires that the acquirer record, in the same period’s financial statements, the effect on earnings 
of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, 
calculated as if the accounting had been completed at the acquisition date.  The ASU also requires an entity to present separately 
on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line 
item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized 
as of the acquisition date.  ASU 2015-16 is effective for interim and annual reporting periods beginning after December 15, 2015.  
The Company adopted the standard as of March 2016 on a prospective basis, as required.  The adoption of this standard did not 
have an impact on the Company's financial position, results of operations, cash flows, and financial statement disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 
2015-2 amends certain aspects of the consolidation guidance under U.S. GAAP.  It modifies the evaluation of whether limited 
partnerships  and  similar  legal  entities  are  variable  interest  entities  (“VIEs”)  or  voting  interest  entities  and  also  eliminates  the 
presumption that a general partner should consolidate a limited partnership. The guidance also affects the consolidation analysis 
as it relates to interests in VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is 
effective for interim and annual reporting periods beginning after December 15, 2015 and retrospective adoption is required either 
through a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the year of 
adoption or retrospectively for all comparative periods.  The Company adopted the standard as of March 2016.  The Company 
evaluated the latest consolidation analysis under ASU 2015-02, which was performed as of December 2015.  The Company also 
evaluated updates to entity arrangements after December 2015.  The adoption of this standard did not have an impact on the 
Company's financial position, results of operations, cash flows, and financial statement disclosures.

In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): 
Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-1 eliminates from GAAP 
the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those 
fiscal years, beginning after December 15, 2015.  The Company adopted the standard as of March 2016.  The adoption of this 
standard did not have an impact on the Company's financial position, results of operations, cash flows, and financial statement 
disclosures.

In June 2014, the FASB issued ASU No. 2014-12 Compensation - Stock Compensation (Topic 718): Accounting for Share Based 
Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. 
A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period 
should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation—Stock 
Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost 
would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance 
is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. The Company 
adopted the standard as of March 2016.  The Company reviewed current stock compensation award programs and noted the 
adoption of ASU 2014-12 did not have an impact on the Company's financial position, results of operations, cash flows, and financial 
statement disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation 
of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the 
balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. 
ASU 2015-03 requires retrospective application and represents a change in accounting principle. ASU 2015-03 is effective for fiscal 
years beginning after December 15, 2015 with early adoption being permitted for financial statements that have not been previously 
issued. The Company adopted ASU 2015-03 as of December 2015 on a retrospective basis and reclassified debt issuance costs 
from Other assets to a direct reduction from the carrying amount of the (i) Current portion of obligations under the Restated Senior 
Credit  Facility  borrowings  and  (ii)  Long-term  obligations  under  the  Restated  Credit  Facility  borrowings  within  the  Condensed 
Consolidated Balance Sheets. See Note 11. Borrowing Arrangements for further detail on the Company's debt instruments.

Accounting Pronouncements to be Adopted

In January 2016, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other - Simplifying the Test for Goodwill Impairment 
(Topic 350).  ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 under current 
goodwill impairment test rules) to measure a goodwill impairment charge.  Instead, entities will record an impairment charge based 
on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on the Step 1 analysis under 
current guidance).  The standard will be applied prospectively and is effective for annual and interim impairment tests performed 
in  periods  beginning  after  December  15,  2019  for  public  business  entities  (PBEs)  that  meet  the  definition  of  a  Securities  and 
Exchange Commission (SEC) filer (i.e., for any impairment test performed by calendar-year entities in 2020),  December 15, 2020 
for PBEs that are not SEC filers (i.e., for any impairment test performed by calendar-year entities in 2021), and December 15, 2021 

58

 
 
for all other entities (i.e., for any impairment test performed by calendar-year entities in 2022).  Early adoption is permitted for annual 
and interim goodwill impairment testing dates after 1 January 2017.  The Company is currently assessing the impact of adopting 
this standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In January 2016, the FASB issued ASU 2017-01, Business Combinations - Clarifying the Definition of a Business (Topic 805).  Under 
ASU 2017-01, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a 
single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the 
entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive 
process that together significantly contribute to the ability to create outputs.  Under current guidance,  a business consists of (1) 
inputs, (2) processes applied to those inputs and (3) the ability to create outputs.  ASU 2017-01 is effective for public business 
entities for fiscal years beginning after December 15, 2017, and interim periods within those years. For all other entities, it is effective 
for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The 
ASU will be applied prospectively to any transactions occurring within the period of adoption.  The Company is currently assessing 
the impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement 
disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230).  ASU 2016-18 
clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. The guidance 
requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the 
statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted 
cash and restricted cash equivalents in the statement of cash flows. The guidance, which is based on a consensus of the Emerging 
Issues Task Force (EITF), is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. 
For  all  other  entities,  it  is  effective  for  fiscal  years  beginning  after  December  15,  2018,  and  interim  periods  within  fiscal  years 
beginning after December 15, 2019. Early adoption is permitted.  The Company is currently assessing the impact of adopting this 
standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash 
Payments (Topic 230).  ASU 2016-15 amends the guidance in ASC 230 related to the classification of certain cash receipts and 
payments in the statement of cash flows.  The primary purpose of the ASU is to reduce the diversity in practice that has resulted 
from the lack of consistent principles on this topic.  The amendment adds or clarifies several statement of cash flow classification 
issues including: (i) debt prepayment or debt extinguishment costs, (ii) settlement of certain zero-coupon debt instruments, (iii) 
contingent consideration payments, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of 
corporate-owned  life  insurance  policies,  (vi)  distributions  received  from  equity  method  investments,  (vii)  beneficial  interest  in 
securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle.  The standard 
is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the 
impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial statement 
disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 
326).  The  standard  significantly  changes  how  entities  will  measure  credit  losses  for  most  financial  assets  and  certain  other 
instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with 
an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required 
to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model.  
Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first 
reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after 
December 15, 2019. The Company is currently assessing the impact of adopting this standard on the Company’s financial position, 
results of operations, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee 
Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment award 
transactions and their presentation in the financial statements. The new guidance will require all income tax effects of awards to 
be recognized in the income statement when the awards vest or are settled, eliminating APIC pools.  The guidance will also require 
companies to elect whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they 
occur (e.g., when an award does not vest because the employee leaves the company) or (2) estimating the number of awards 
expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. These and other requirements 
of ASU No. 2016-09 are effective for interim and annual reporting periods beginning after December 15, 2016.  Early adoption is 
permitted in any annual or interim period for which financial statements haven't been issued or made for issuance.  However, all 
aspects of the guidance must be adopted in the same period.  If an entity early adopts the guidance in an interim period, any 
adjustments must be reflected as of the beginning of the fiscal year that includes that interim period.  The Company does not expect 
a material impact of adopting this standard on the Company’s financial position, results of operations, cash flows and financial 
statement disclosures.

59

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the 
Transition to Equity Method of Accounting, which eliminates the requirements to apply the equity method of accounting retrospectively 
when a reporting entity obtains significant influence over a previously held investment. Under ASU 2016-08, the equity method of 
accounting should be applied prospectively from the date significant influence is obtained. The new standard also provides specific 
guidance for available-for-sale securities that become eligible for the equity method of accounting. In those cases, any unrealized 
gain or loss recorded within accumulated other comprehensive income should be recognized in earnings at the date the investment 
initially qualifies for the use of the equity method. The new standard is effective for interim and annual periods beginning after 
December 15, 2016. Early adoption is permitted. The Company does not expect a material impact of adopting this standard on the 
Company’s financial position, results of operations, cash flows and financial statement disclosures.

In March 2016, the FASB issued ASU No. 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations 
on Existing Hedge Accounting Relationships. The new guidance clarifies that a change in the counterparty to a derivative contract, 
in and of itself, does not require the dedesignation of a hedging relationship. An entity will, however, still need to evaluate whether 
it is probable that the counterparty will perform under contract as part of its ongoing effectiveness assessment for hedge accounting. 
Therefore, a novation of a derivative to a counterparty with a sufficiently high credit risk could still result in the dedesignation of the 
hedging relationship. ASU 2016-05 is effective in fiscal years beginning after December 15, 2016, including interim periods within 
those years. Early adoption is permitted and entities have the option to adopt the new ASU on a prospective basis to new derivative 
contract novations or on a modified retrospective basis. The Company does not expect a material impact of adopting this standard 
on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  ASU 2016-2 requires lessees to move most leases to 
the  balance  sheet  and  recognize  expense,  similar  to  current  accounting  guidance,  on  the  income  statement. Additionally,  the 
classification criteria and the accounting for sales-type and direct financing leases is modified for lessors. Under ASU 2016-2, all 
entities will classify leases to determine: (i) lease-related revenue and expense and (ii) for lessors, amount recorded on the balance 
sheet. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of 
the earliest comparative period in the financial statements, with full retrospective application being prohibited. ASU 2016-2 is effective 
for interim and annual reporting periods beginning after December 15, 2018. These and other changes to accounting for leases 
under ASU  2016-2  are  currently  being  evaluated  by  the  Company  for  impacts  to  the  Company's  financial  position,  results  of 
operations, cash flows and financial statement disclosures.

In  January  2016,  the  FASB  issued  ASU  No.  2016-01,  Financial  Instruments  -  Overall  (Subtopic  825-10):  Recognition  and 
Measurement  of  Financial Assets  and  Financial  Liabilities. ASU  2016-1  amends  various  areas  of  the  accounting  for  financial 
instruments. Key provisions of the amendment currently being evaluated by the Company requires (i) equity investments to be 
measured at fair value (except those accounted for under the equity method), (ii) the simplification of equity investment impairment 
determination, (iii) certain changes to the fair value measurement of financial instruments measured at amortized cost, (iv) the 
separate presentation, in other comprehensive income, the portion of the total change in the fair value of a liability resulting from 
a change in the instrument-specific credit risk (given certain conditions), and (v) the evaluation for a valuation allowance on a 
deferred tax asset related to available-for-sale securities in combination with the Company's other deferred tax assets.  ASU 2016-1 
is effective for interim and annual reporting periods beginning after December 15, 2017. These provisions and others of ASU 2016-1 
are currently being assessed by the Company for impacts on the Company's financial position, results of operations, cash flows 
and financial statement disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Since the release of ASU 
2014-9, the FASB has issued the following additions ASUs updating the topic:

• 

• 

• 

• 

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope 
Improvements and Practical Expedients
In April  2016,  the  FASB  issued ASU  No.  2016-10,  Revenue  from  Contracts  with  Customers  (Topic  606):  Identifying 
Performance Obligations and Licensing
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus 
Agent Considerations (Reporting Revenue Gross versus Net).
In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the 
Effective Date

Collectively  these  standards  create  new  accounting  guidance  for  revenue  recognition  that  supersedes  most  existing  revenue 
recognition rules, including most industry specific revenue recognition guidance. The core principle of the guidance is that an entity 
should  recognize  revenue  to  depict  the  transfer  of  promised  goods  or  services  to  customers  in  an  amount  that  reflects  the 
consideration to which the entity expects to be entitled in exchange for those goods and services. Topic 606 also provides new 
guidance on the recognition of certain costs related to customer contracts, and changes the FASB guidance for revenue-related 
issues, such as how an entity is required to consider whether revenue should be reported gross or net basis. The amendments are 
effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2017.

60

The Company's process for implementing Topic 606 includes, but is not limited to, identifying contracts within the scope of the 
standard,  identifying  distinct  performance  obligations  within  each  contract,  and  applying  the  new  guidance  for  measuring  and 
recognizing revenue, to each performance obligation. The Company expects to complete the assessment in the second half of 
2017, which will include an evaluation of the impact of adopting the guidance either through the modified-retrospective method or 
full retrospective method. 

2. Central Merger and Restructuring, Merger and Integration Costs

Central Merger

On October 2, 2012 ("Closing Date"), the Company completed the acquisition (the "Central Merger" or "Merger") of 100% of the 
outstanding common shares of KCPC Holdings, Inc., which was the ultimate parent of Central Parking Corporation (collectively, 
"Central"), for 6,161,332 shares of Company common stock and the assumption of approximately $217.7 million of Central's debt, 
net of cash acquired.  Additionally, the Agreement and Plan of Merger dated February 28, 2012 with respect to the Central Merger 
("Merger  Agreement")  provided  that  Central's  former  stockholders  were  entitled  to  receive  cash  consideration  (the  "Cash 
Consideration") in the amount equal to $27.0 million plus, if and to the extent the Net Debt Working Capital (as defined below) was 
less than $275.0 million (the "Lower Threshold") as of September 30, 2012, the amount by which the Net Debt Working Capital 
was below such amount (such sum, the "Cash Consideration Amount") to be paid three years after closing, to the extent the $27.0 
million was not used to satisfy indemnity obligations pursuant to the Merger Agreement. 

Pursuant to the Merger Agreement, the Company was entitled to indemnification from Central's former stockholders (i) if and to the 
extent Central's combined net debt and the absolute value of Central's working capital (as determined in accordance with the Merger 
Agreement) (the "Net Debt Working Capital") exceeded $285.0 million (the "Upper Threshold") as of September 30, 2012 and (ii) for 
certain defined adverse consequences as set forth in the Merger Agreement (including with respect to Structural and Repair Costs). 
Pursuant to the Merger Agreement, Central's former stockholders were required to satisfy certain indemnity obligations, which were 
capped at the Cash Consideration Amount (the "Capped Items") only through a reduction of the Cash Consideration. For certain 
other indemnity obligations set forth in the Merger Agreement, which were not capped at the Cash Consideration Amount (the 
"Uncapped Items"), including the Net Debt Working Capital indemnity obligations described above, Central's former stockholders  
had the ability to satisfy any amount payable pursuant to such indemnity obligations as follows (provided that the Company reserved 
the right to reject the cash and stock alternatives available to the Company and choose to reduce the Cash Consideration):

•  Central's former stockholders elect to pay such amount with cash;
•  Central's former stockholders elect to pay such amount with the Company's common stock (valued at $23.64 per share, 

the market value as of the closing date of the Merger Agreement); or

•  Central's former stockholders elect to reduce the $27.0 million cash consideration by such amount, subject to the 

condition that the cash consideration remains at least $17.0 million to cover Capped Items.

Under the Merger Agreement, all post-closing claims and disputes, including as to indemnification matters, were ultimately subject 
to resolution through binding arbitration or, in the case of a dispute as to the calculation of Net Debt Working Capital, resolution by 
an independent public accounting firm.   

Since the Closing Date, the Company periodically provided Central’s former stockholders notice regarding indemnification matters, 
including with respect to the calculation of Net Debt Working Capital, and made adjustments for known matters as they arose, 
although Central’s former stockholders did not agree to the aggregate of such adjustments made by the Company.  During such 
time,  Central’s  former  stockholders  continually  requested  additional  documentation  supporting  the  Company’s  indemnification 
claims, including with respect to the Company’s calculation of Net Debt Working Capital.  Furthermore, following the Company's 
notices of indemnification matters, the representative of Central's former stockholders indicated that they may make additional 
inquiries and raise issues with respect to the Company's indemnification claims (including, specifically, as to Structural and Repair 
Costs) and that they may assert various claims of their own relating to the Merger Agreement. 

The Company previously determined and submitted notification to Central’s former stockholders, that (i) the Net Debt Working 
Capital was $296.3 million as of September 30, 2012 and that, accordingly, the Net Debt Working Capital exceeded the Upper 
Threshold by $11.3 million; and (ii) the Company had indemnity claims of $23.4 million for certain defined adverse consequences 
(including indemnity claims with respect to Structural and Repair Costs incurred through December 31, 2015) and as set forth in 
an October 1, 2015 notification letter to Central's former stockholders' that certain indemnification claims for Structural and Repair 
Costs yet to be incurred met the requirements of the indemnification provisions established in the Merger Agreement.

In early 2015, the Company and Central’s former stockholders engaged an independent public accounting firm for ultimate resolution, 
through binding arbitration, regarding its dispute as to the Company’s calculation of Net Debt Working Capital.  On April 30, 2015, 
with respect to the Company's Net Debt Working Capital calculation, the representative of Central's former stockholders submitted 
specific objections to the Company's calculation, asserting that the Net Debt Working Capital as of September 30, 2012 was $270.8 
million ($4.2 million below the Lower Threshold) and on September 21, 2015 submitted a revised calculation, asserting that the Net 
Debt Working Capital as of September 30, 2012 was $278.0 million ($3.0 million above the Lower Threshold) and therefore no 
amounts  are  due  to  the  Company  given  calculated  net  Debt  Working  Capital  is  between  the  Lower Threshold  and  the  Upper 
Threshold.  On October 1, 2015, the Company provided notification to Central's former stockholders that the aggregate amount of 

61

the Company's (i) Net Debt Working Capital claim of $11.3 million as of September 30, 2012 and (ii) indemnity claims for certain 
defined  adverse  consequences  as  set  forth  in  the  Merger Agreement  (including  with  respect  to  Structural  and  Repair  Costs), 
exceeded the $27.0 million Cash Consideration and therefore the Company would not be making any Cash Consideration payment 
pursuant to Section 3.7 of the Merger Agreement.   On October 20, 2015, Central's former stockholders provided notification that 
they  deemed  the  Company's  refusal  to  pay  the  $27.0  million  Cash  Consideration  to  be  a  violation  of  the  terms  of  the  Merger 
Agreement.

On February 19, 2016, the Company and Central’s former stockholders received a non-appealable and binding decision from the 
independent public accounting firm indicating that Net Debt Working Capital as of September 30, 2012 was $291.6 million, or $6.6 
million above the Upper Threshold.  Furthermore, as part of the independent public accounting firm’s decision over the calculation 
of Net Debt Working Capital as of September 30, 2012, it was determined by the independent public accounting firm and the 
Company that $1.5 million of Net Debt Working Capital claims were more appropriately claimable as an adverse consequence 
indemnification claim, as defined in the Merger Agreement. As such and in conjunction with the independent public accounting 
firm’s decision on Net Debt Working Capital, the Company (i) reclassified $1.5 million of indemnification claims from the Net Debt 
Working Capital calculation to indemnification claims for certain adverse consequences; and (ii) recognized an expense of $1.6 
million ($0.9 million, net of tax) in General and administrative expenses for certain of the other amounts disallowed under the Net 
Debt Working Capital calculation as of and for the year ended December 31, 2015, respectively.   The independent public accounting 
firm also determined that an additional $1.6 million of Net Debt Working Capital claims were disallowed; however, these Net Debt 
Working Capital amounts claimed by the Company were not previously recognized by the Company as a cost recovery given their 
contingent  nature  and  since  these  claims  were  not  previously  recognized  as  an  expense  by  the  Company,  and  therefore  the 
independent public accounting firm’s decision to disallow these claims had no impact to the Company's consolidated financial 
statements as of and for the year ended December 31, 2015.

As a result of the independent public accounting firm’s decision on the calculation of Net Debt Working Capital, the Company revised 
its indemnity claims for certain defined adverse consequences from $23.4 million to $24.9 million.  On March 11, 2016, the Company 
provided notification to Central's former stockholders of an additional indemnity claim of $1.6 million and further provided notification 
that its indemnity claims for certain defined adverse consequences aggregated to $26.5 million.  The additional $1.6 million of 
indemnity claim made by the Company in the March 11, 2016 letter was not recognized as a cost recovery given the contingent 
nature and since this claim was not previously recognized by the Company as an expense.  

As previously discussed in Note 1. Significant Accounting Policies and Practices, certain lease contracts acquired in the Central 
Merger include provisions allocating to the Company responsibility for all or a defined portion of the costs of certain structural and 
other repair costs required on the property, including improvement and repair costs arising as a result of ordinary wear and tear.  
The Company reduced the Cash Consideration Amount by $6.6 million, representing the amount Net Debt Working Capital exceeded 
the Upper Threshold, and $18.8 million, representing the amount of indemnified claims for certain adverse consequences (including 
but not limited to Structural and Repair Costs) recognized by the Company as of September 30, 2016.  Additionally, the Company 
submitted $7.7 million of additional indemnity claims for certain adverse consequences (including but not limited to Structural and 
Repair Costs) to Central's former stockholders, including claims as set forth in the March 11, 2016 letter, but did not recognize these 
indemnity claims as a receivable or offset to the Cash Consideration Amount with a corresponding gain or reduction of costs incurred 
by the Company, as these claims were contingent in nature or represent costs which the Company had not yet incurred but which 
met the requirements of the indemnification provisions established in the Merger Agreement.  

On September 27, 2016, the Company and Central's former stockholders agreed-upon non-binding terms to settle all outstanding 
matters between the parties relating to the Central Merger ("Settlement Terms") and on December 15, 2016 the Company and 
Central's former stockholders executed a settlement agreement ("Settlement Agreement") to settle all outstanding matters between 
the  parties  relating  to  the  Central  Merger  (including  the  Company's  claims  as  described  above).  Pursuant  to  the  Settlement 
Agreement, the Company paid Central's former stockholders $2.5 million in aggregate, which effectively reduced the $27.0 million
of Cash Consideration that would have been payable by the Company to Central's former stockholders under the Merger Agreement 
by $24.5 million.   As a result of the Settlement Terms, the Company recorded $0.8 million ($0.5 million, net of tax) in General and 
administrative expense within the Consolidated Statements of Income in the third quarter 2016.  Additionally and pursuant to the 
Settlement Agreement, the parties fully released one another for claims relating to the Central Merger, and therefore the Company 
has no further obligation to pay any additional Cash Consideration Amount to Central's former stockholders. 

The  Central  Merger  has  been  accounted  for  using  the  acquisition  method  of  accounting  (in  accordance  with  the  provisions  of 
Accounting Standards Codification ("ASC") 805, Business Combinations), which requires, among other things, that most assets 
acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The purchase price has been allocated 
based on the estimated fair value of net assets acquired and liabilities assumed at the date of the date of acquisition. The Company 
finalized the purchase price allocation during the third quarter of 2013.

62

Restructuring, Merger and Integration Costs

Since the Central Merger, the Company has incurred certain restructuring, acquisition and integration costs associated with the 
transaction that were expensed as incurred.  These costs are reflected in General and administrative expenses and Depreciation 
and amortization. Depreciation and amortization includes costs related to the write-off of certain fixed assets and the acceleration 
of certain software assets directly as a result of the Central Merger. Additionally, in the fourth quarter of 2016, the Company initiated 
a series of workforce reductions to increase organizational effectiveness and provide cost savings that can be reinvested in the 
Company's growth initiatives.  As a result of these workforce reductions, the Company recognized $3.3 million of severance and 
other benefits-related charges in General and administrative expenses within the Consolidated Statements of Income during the 
three months ended December 31, 2016.  

The aggregate costs associated with the restructuring, merger and integration costs (including those incurred in 2016 for workforce 
reductions) are summarized in the following table:

(millions)
General and administrative expenses

Depreciation and amortization

Total

3. Net Income per Common Share

Year Ended December 31,

2016

2015

2014

$

$

4.5

2.4

6.9

$

$

6.2

1.0

7.2

$

$

8.5

—

8.5

Basic net income per common share is computed by dividing net income attributable to SP Plus Corporation by the weighted 
average number of shares of common stock outstanding during the period. Diluted net income per common share is based upon 
the weighted average number of shares of common stock outstanding at period end, consisting of incremental shares assumed to 
be issued upon exercise of stock options and the incremental shares assumed to be issued under performance share and restricted 
stock unit arrangements, using the treasury-stock method. 

A reconciliation of the basic weighted average common shares outstanding to diluted weighted average common shares outstanding 
is as follows:

(millions, except share and per share data)
Net income attributable to SP Plus Corporation
Basic weighted average common shares outstanding
Dilutive impact of share-based awards
Diluted weighted average common shares outstanding
Net income per common share

Basic
Diluted

Year Ended December 31,
2015

2016

$

23.1
22,238,021
290,101
22,528,122

17.4
22,189,140
322,619
22,511,759

$

2014

23.1
22,009,800
397,543
22,407,343

1.04
1.03

$
$

0.78
0.77

$
$

1.05
1.03

$

$
$

As of December 31, 2016, the weighted average number of performance-based shares units related to the 2014 awards were also 
included for the purposes of determining diluted net income per share as all performance goals were achieved as of this date. The 
2015 and 2016 performance-based awards have been excluded for purposes of determining diluted net income per share for the 
year ended December 31, 2016, as all performance goals are not achieved relating to these awards as of December 31, 2016.

There are no additional securities that could dilute basic earnings per share in the future that were not included in the computation 
of diluted earnings per share, other than those disclosed.

4. Stock-Based Compensation

The Company measures stock-based compensation expense at the grant date, based on the estimated fair value of the award, 
and the expense is recognized over the requisite employee service period or performance period (generally the vesting period) for 
awards expected to vest (considering estimated forfeitures).

The Company has an amended and restated long-term incentive plan (the "Plan") that was adopted in conjunction with its initial 
public  offering  in  2004.  In  February 2008,  the  Board  of  Directors  approved  an  amendment  to  the  Plan,  subject  to  stockholder 
approval, that increased the maximum number of shares of common stock available for awards under the Plan from 2,000,000 to 
2,175,000 and extended the Plan's termination date. Company stockholders approved this Plan amendment on April 22, 2008, and 
the Plan now terminates twenty years from the date of such approval, or April 22, 2028. On March 13, 2013, the Board approved 
an amendment to the Plan, subject to stockholder approval, that increased the number of shares of common stock available for 

63

 
 
 
 
 
awards under the Plan from 2,175,000 to 2,975,000. Company stockholders approved this Plan amendment on April 24, 2013. 
Forfeited and expired options under the Plan become generally available for reissuance.  At December 31, 2016, 285,521 shares 
remained available for award under the Plan.

Stock Options and Grants

There were no options granted during the years ended December 31, 2016, 2015 and 2014. The Company recognized no stock-
based compensation expense related to stock options for the years ended December 31, 2016, 2015 and 2014 as all options 
previously granted are fully vested.

The following is a summary of Company authorized vested stock grants to certain directors for the year ended December 31, 2016, 
2015 and 2014.  Stock-based compensation expense related to vested stock grants are included in General and administrative 
expenses within the Condensed Consolidated Statements of Income. 

Year Ended December 31,

2016

2015

2014

32,180

32,357

19,336

0.5

(millions, except stock grants)

Vested stock grants

Stock-based compensation expense

$

0.7

$

0.7

$

A summary of the status of the stock option plans as of December 31, 2016, and changes during the years ended December 31, 
2016, 2015 and 2014, are presented below:

Number of
Shares

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term
(Years)

Aggregate
Intrinsic
Value

Outstanding at December 31, 2013
Granted
Exercised
Expired
Outstanding at December 31, 2014
Granted
Exercised
Expired
Outstanding at December 31, 2015
Granted
Exercised
Expired
Vested and Exercisable at December 31, 2016

$

$

7,101
—
—
—
7,101
—
(7,101)
—
— $
—
—
—
— $

5.75
n/a
n/a
n/a
5.75
n/a
5.75
n/a
5.75
n/a
n/a
n/a
—

— $

—

The total intrinsic value of options exercised during the year ended December 31, 2013 was $0.1 million. There were no nonvested 
options as of December 31, 2016, 2015 and 2014.

Restricted Stock Units

During the year ended December 31, 2016, the Company authorized certain one-time grants of 4,020 restricted stock units to 
certain executives that vest five years from date of issuance.  The restricted stock unit agreement is designed to reward performance 
over a five-year period.  

During the year ended December 31, 2015, the Company authorized certain one-time grants of 3,963 restricted stock units to 
certain  executives  that  vest  three  years  from  date  of  issuance.  The  restricted  stock  unit  agreements  are  designed  to  reward 
performance over a three-year period.

During the year ended December 31, 2014, the Company authorized a one-time grant of 31,099 restricted stock units to executives 
that joined the Company in connection with the Central Merger. These restricted stock units vest on December 3, 2018. The restricted 
stock unit agreements are designed to reward performance over a five-year period. Additionally, the Company authorized a one-
time grant of 4,247 restricted stock units to an executive which vested in June 2016.

The fair value of restricted stock units is determined using the market value of Company common stock on the date of the grant, 
and compensation expense is recognized over the vesting period. The Company estimates forfeitures at the time of the grant and 

64

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data 
to estimate pre-vesting forfeitures and records stock-based compensation expense only for those awards that are expected to vest. 

A summary of the status of the restricted stock units as of December 31, 2016, and changes during the year ended December 31, 
2016, 2015 and 2014, are presented below:

Nonvested at December 31, 2013
Issued
Vested
Forfeited
Nonvested at December 31, 2014
Issued
Vested
Forfeited
Nonvested at December 31, 2015
Issued
Vested
Forfeited
Nonvested at December 31, 2016

Shares

Weighted
Average
Grant-Date
Fair Value

704,751
31,099
(145,421)
(34,729)
555,700
12,589
(150,073)
(16,500)
401,716
4,020
(54,215)
(17,324)
334,197

$

$

$

$

20.00
22.20
22.41
23.88
19.57
23.65
20.77
19.45
19.25
24.87
18.33
19.68
19.45

The table below shows the Company's stock-based compensation expense related to the restricted stock units for the years ended 
December 31, 2016, 2015 and 2014, and is included in General and administrative expenses within the Condensed Consolidated 
Statements of Income. 

(millions)

Year Ended December 31,

2016

2015

2014

Stock-based compensation expense

$

0.9

$

1.6

$

2.4

Unrecognized stock-based compensation expense, net of estimated forfeitures, related to the restricted stock units for the years 
ended December 31, 2016, 2015 and 2014, is shown in the table below, along with the weighted average periods in which the 
expense will be recognized.

(millions)

Year Ended December 31, 

2016

2015

2014

Unrecognized stock-based compensation

$

1.7

$

2.7

$

4.4

Weighted Average Years

Performance Share Units

2.8 years

3.8 years

4.0 years

In September 2014, the Board of Directors authorized a performance-based incentive program under the Company's Long-Term 
Incentive Plan ("Performance-Based Incentive Program"), whereby the Company will issue performance share units to certain 
executive management individuals that represent shares potentially issuable in the future.  The objective of the performance-based 
incentive program is to link compensation to business performance, encourage ownership of Company stock, retain executive 
talent, and reward executive performance. The Performance-Based Incentive Program provides participating executives with the 
opportunity to earn vested common stock if certain performance targets for pre-tax free cash flow are achieved over the cumulative 
three-year period and recipients satisfy service-based vesting requirements. The stock-based compensation expense associated 
with unvested performance-based incentives are recognized on a straight-line basis over the shorter of the vesting period or minimum 
service period and dependent upon the probable outcome of the number of shares that will ultimately be issued based on the 
achievement of pre-tax free cash flow over the cumulative three-year period.  

In March 2016, the Board of Directors authorized another performance-based incentive program under the Company's Long-Term 
Incentive Plan ("2016 Performance-Based Incentive Program").  The 2016 Performance-Based Incentive Program is similar to the 
2014 and 2015 Performance-Based Incentive Program, with the exception of the number of shares ultimately to be issued is based 
on the achievement of pre-tax free cash flow over the cumulative three-year period of 2016 through 2018.

65

 
During 2016, certain participating executives became vested in Performance-Based Incentive Program shares based on retirement 
eligibility  and  as  a  result  $0.1  million  of  stock-based  compensation  related  to  2,083  shares  were  recognized  in  General  and 
administrative expenses, and which continue to be subject to achieving cumulative pre-tax free cash flow over the respective three-
year periods.  Additionally, participating executives became vested in the Performance-Based Incentive Program shares based on 
meeting eligibility for vesting at the end of the three-year performance period of 2014 through 2016.  As a result, 82,334 shares 
were vested to these participating executives as of December 31, 2016.   

In April 2015, the Board of Directors authorized another performance-based incentive program under the Company's Long-Term 
Incentive Plan ("2015 Performance-Based Incentive Program").  The 2015 Performance-Based Incentive Program is similar to the 
2014 Performance-Based Incentive Program, with the exception of the number of shares ultimately to be issued is based on the 
achievement of pre-tax free cash flow over the cumulative three-year period of 2015 through 2017.  

During 2015, certain participating executives became vested in Performance-Based Incentive Program shares based on retirement 
eligibility  and  as  a  result  $0.1  million  of  stock-based  compensation  related  to  6,915  shares  were  recognized  in  General  and 
administrative expenses, and which continue to be subject to achieving cumulative pre-tax free cash flow over the respective three-
year periods.  

During  2014,  certain  participating  executives  became  vested  in  the  Performance-Based  Incentive  Program  shares  based  on 
retirement eligibility and as a result $0.2 million of stock-based compensation related to 9,687 shares were recognized in General 
and administrative expenses within the Consolidated Statement of Income, and which continue to be subject to achieving cumulative 
pre-tax free cash flow over the three-year period of 2014 through 2016.

A summary of the status of the performance share units as of December 31, 2016, and changes during the year ended December 31, 
2016 and 2015 are presented below:

Nonvested at December 31, 2014
Issued
Vested
Forfeited
Nonvested at December 31, 2015
Issued
Vested
Forfeited
Nonvested at December 31, 2016

Shares

Weighted
Average
Grant-Date
Fair Value

79,430
125,392
(6,915)
(24,056)
173,851
99,466
(84,417)
(29,423)
159,477

$

$

18.96
21.64
19.91
20.30
20.63
23.72
19.15
22.52
22.99

The table below shows the Company's stock-based compensation expense related to the Performance-Based Incentive Program 
for  the  years  ended  December 31,  2016,  2015  and  2014,  and  is  included  in  General  and  administrative  expenses  within  the 
Condensed Consolidated Statements of Income. 

(millions)

Stock-based compensation

Year Ended December 31,

2016

2015

2014

$

1.8

$

1.3

$

0.3

During the years ended December 31, 2016 and 2015, respectively, 29,423 and 24,056 performance-based shares were forfeited 
under the Long-Term Incentive Program and became available for reissuance.  During the year ended December 31, 2014, no
performance-based shares were forfeited.  

Future compensation expense for currently outstanding awards under the Performance-Based Incentive Program could reach a 
maximum of $5.6 million. Stock-based compensation for the Performance-Based Incentive Program is expected to be recognized 
over a weighted average period of 1.7 years.  There was no such program in place during 2013.

66

 
5. Leasehold Improvements, Equipment, Land and Construction in Progress, net

Leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization is as 
follows:

(millions)
Equipment
Software
Vehicles
Other

Leasehold improvements
Construction in progress

Less accumulated depreciation and 
amortization
Leasehold improvements, equipment, land 
and construction in progress, net

Ranges of Estimated Useful Life
2 - 10 Years
3 - 10 Years
4 Years
10 Years
Shorter of lease term or economic life up to 
10 years

$

December 31

2016

2015

$

38.6
30.9
8.8
0.5

21.7
3.3
103.8

(72.9)

$

30.9

$

34.5
27.0
8.7
0.4

20.2
3.6
94.4

(59.8)

34.6

Asset additions are recorded at cost, which includes interest on significant projects. Depreciation is provided in amounts sufficient 
to relate the cost of depreciable assets to operations over their estimated useful lives or over the terms of the respective leases, 
whichever is shorter, and depreciated principally on the straight-line basis. The costs and accumulated depreciation of assets sold 
or disposed of are removed from the accounts and the resulting gain or loss is reflected in earnings. Plant and equipment are 
reviewed for impairment when conditions indicate an impairment or future impairment; the assets are either written down or the 
useful life is adjusted to the remaining period of estimated useful life.

Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $16.2 million, $15.9 million and $12.0 million, 
respectively.

6. Cost of Contracts, net

Cost of contracts, net, is comprised of the following:

(millions)
Cost of contracts
Accumulated amortization
Cost of contracts, net

The expected future amortization of cost of contracts is as follows:

(millions)
2017
2018
2019
2020
2021
2022 and Thereafter
Total

December 31,

2016

2015

$

$

30.4
(19.0)
11.4

$

$

31.3
(19.4)
11.9

Cost of
Contract

3.1
2.7
2.0
1.0
0.5
2.1
11.4

$

$

Amortization expense related to cost of contracts was $3.4 million, $3.1 million and $3.2 million for the years ended December 31, 
2016, 2015 and 2014 respectively. The weighted average remaining life was 9.6 years, 9.0 years and 9.5 years as of December 31, 
2016, 2015 and 2014, respectively.

67

 
 
 
 
 
 
 
7. Other Intangible Assets, Net

The following presents a summary of other intangible assets:

December 31,

2016

2015

(millions)
Covenant not to 
compete
Trade names and 
trademarks
Proprietary know how
Management contract 
rights
Acquired intangible 
assets, net (2)

Weighted
Average
Life
(Years)

Acquired
Intangible
Assets,
Gross (1)

Accumulated
Amortization

Acquired
Intangible
Assets,
Net

Acquired
Intangible
Assets,
Gross(1)

Accumulated
Amortization

Acquired
Intangible
Assets,
Net

2.0

$

0.9

$

(0.9) $

— $

0.9

$

(0.9) $

2.5
0.4

11.9

9.8
34.7

81.0

(9.6)
(32.6)

(22.0)

0.2
2.1

59.0

9.8
34.7

81.0

(7.8)
(25.0)

(16.8)

—

2.0
9.7

64.2

11.5 $

126.4

$

(65.1) $

61.3

$

126.4

$

(50.5) $

75.9

(1)  Excludes the original cost and accumulated amortization on fully amortized intangible assets.

(2)  Intangible assets have estimated remaining lives between one and 15 years.

Amortization expense related to intangible assets included in depreciation and amortization expense was $14.6 million, $15.1 million 
and  $15.2  million  for  the  years  ended  December 31,  2016,  2015  and  2014,  respectively. The  expected  future  amortization  of 
intangible assets as of December 31, 2016 is as follows:

(millions)
2017
2018
2019
2020
2021
2022 and Thereafter
Total

Intangible asset
amortization

7.2
5.3
5.2
5.2
5.2
33.2
61.3

$

$

68

 
8. Favorable and Unfavorable Acquired Lease Contracts, net

Favorable and unfavorable acquired lease contracts represent the acquired fair value of lease contracts in connection with the 
Central Merger. Favorable and unfavorable acquired lease contracts are being amortized over the contract term, including anticipated 
renewals and terminations.

The following presents a summary of favorable and unfavorable lease contracts:

Favorable
December 31,

Unfavorable
December 31,

(millions)
Acquired fair value of lease contracts
Accumulated (amortization) accretion
Total acquired fair value of lease contracts, net

2016

2015

2016

2015

$

$

73.0
(43.0)
30.0

$

$

74.0
(35.9)
38.1

$

$

(82.6) $
42.4
(40.2) $

(88.2)
37.9
(50.3)

Amortization for acquired lease contracts, net of favorable lease contracts, was $1.8 million and $0.9 million for the years ended 
December 31, 2016 and 2015, respectively, and is recognized as an increase to Cost of parking services - Lease contract. 

For the year ended December 31, 2016, the weighted average life for favorable and unfavorable acquired lease contracts was 11.9 
years and 10.5 years, respectively.  For the year ended December 31, 2015, the weighted average life for favorable and unfavorable 
acquired lease contracts was 11.1 years and 10.1 years, respectively. For the year ended December 31, 2014, the weighted average 
life for favorable and unfavorable acquired lease contracts was 10.8 years and 9.8 years, respectively. 

The expected future amortization (accretion) of acquired lease contracts is as follows:

(millions)
2017
2018
2019
2020
2021
2022 and Thereafter
Total

Favorable

Unfavorable

Unfavorable, 
Net

$

$

6.4
4.0
3.6
3.1
2.4
10.5
30.0

$

$

(9.0) $
(7.3)
(4.8)
(3.7)
(2.7)
(12.7)
(40.2) $

(2.6)
(3.3)
(1.2)
(0.6)
(0.3)
(2.2)
(10.2)

69

 
 
9. Goodwill

The amounts for goodwill and changes to carrying value by reportable segment are as follows:

(millions)
Balance as of December 31, 2014
Foreign currency translation
Disposals (1)
Balance as of December 31, 2015
Foreign currency translation
Balance as of December 31, 2016

Region
One

Region
Two

Region
Three

Total

$

$

$

339.1
(0.7)
(0.9)
337.5
0.1
337.6

$

$

$

62.7
—
—
62.7
—
62.7

$

$

$

31.1
—
—
31.1
—
31.1

$

$

$

432.9
(0.7)
(0.9)
431.3
0.1
431.4

(1)  In August 2015, certain assets, which met the definition of a business, were sold to a third-party in an arms-length transaction (see also Note 1. Significant 
Accounting Policies and Practices and Note 10. Fair Value for further detail on the sale of the business).  The sale resulted in the disposal of specifically identifiable 
goodwill associated with the business of $0.9 million from Region One.

The Company tests goodwill at least annually for impairment (the Company has elected to annually test for potential impairment 
of goodwill on the first day of the fourth quarter) and tests more frequently if indicators are present or changes in circumstances 
suggest that impairment may exist.  The indicators include, among others, declines in sales, earning or cash flows or the development 
of a material adverse change in business climate.  The Company assesses goodwill for impairment at the reporting unit level, which 
is defined as an operating segment or one level below an operating segment, referred to as a reporting unit.  See Note 1. Significant 
Accounting Policies and Practices for additional detail on the Company's policy for assessing goodwill for impairment.

Due to a change in the Company’s segment reporting effective January 1, 2016, the goodwill allocated to previous reporting units 
have been reallocated to new reporting units based on the relative fair value of the new reporting units.  See also Note 20. Domestic 
and Foreign Operations for further disclosure on the Company’s change in reporting segments effective January 1, 2016.

As a result of the change in internal reporting segment information, the Company completed a quantitative test (Step One) of 
goodwill impairment as of January 1, 2016 and concluded that the estimated fair values of each of the Company’s reporting units 
exceeded its carrying amount of net assets assigned to that reporting unit and therefore no further testing was required (Step Two). 
In conducting the January 1, 2016 goodwill impairment quantitative test (Step One), the Company analyzed actual and projected 
growth trends of the reporting units, gross margin, operating expenses and Earnings Before Interest, Taxes, Depreciation and 
Amortization (“EBITDA”) (which also includes forecasted five-year income statement and working capital projection, a market-based 
weighted average cost of capital and terminal values after five years).  The Company also assesses critical areas that may impact 
its business including economic conditions, market related exposures, competition, changes in service offerings and changes in 
key personnel.  As part of the January 1, 2016 goodwill assessment, the Company engaged a third-party to evaluate its reporting 
units’ fair values. No impairment was recorded as a result of the goodwill impairment test performed.

The Company completed its annual goodwill impairment test as of October 1, 2016, using a qualitative test (Step Zero), to determine 
the likelihood of impairment and if it was more likely than not that the fair value of the reporting units were less than the carrying 
value of the reporting unit.  The Company concluded that the estimated fair values of each of the Company's reporting units exceeded 
its carrying amount of net assets assigned to that reporting unit and, therefore, no further testing was required (Step One). Generally, 
the more-likely-than-not threshold is a greater than a 50% likelihood that the fair value of a reporting unit is greater than the carrying 
value.  As part of the October 1, 2016 goodwill assessment, the Company engaged a third-party to estimate a discount rate, which 
is a primary driver in the valuation of the Company's reporting units' fair values. 

The reporting units are reported as Region One (Urban), Region Two (Airport Transportation) and Region Three (other reporting 
units of USA Parking and event planning and transportation services). For purposes of reportable segments, goodwill in Region 
Three is attributable to USA Parking and event planning reporting units.

10. Fair Value Measurement

Fair Value Measurements-Recurring Basis

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value 
measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.  Applicable 
accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs 
and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The fair value 
hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable 
inputs  reflect  assumptions  market  participants  would  use  in  pricing  an  asset  or  liability  based  on  market  data  obtained  from 
independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. Applicable 
accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

•  Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

70

•  Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar 
assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-
corroborated inputs, which are derived principally from or corroborated by observable market data.

•  Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are 

unobservable.

The following table sets forth the Company's financial assets measured at fair value on a recurring basis and the basis of measurement 
at December 31, 2016 and 2015:

(millions)
Assets

Prepaid expenses and other
Contingent consideration 
receivable
Interest Rate Swaps

   Total
Liabilities

Accrued expenses

Contingent consideration 
obligation    

Other long term liabilities

Contingent consideration 
obligation

   Total

Interest Rate Swaps

$

$

$

$

Fair Value at
December 31, 2016
Level 2

Level 1

Level 3

Level 1

Fair Value at
December 31, 2015
Level 2

Level 3

— $
—
— $

— $
0.1
0.1

$

0.5
—
0.5

$

$

— $
—
— $

— $
0.2
0.2

$

— $

— $

— $

— $

— $

—
— $

—
—

—
— $

—
—

—
— $

0.5
—
0.5

—

—
—

The Company seeks to minimize risks from interest rate fluctuations through the use of interest rate swap contracts and hedge 
only exposures in the ordinary course of business. Interest rate swaps are used to manage interest rate risk associated with our 
floating rate debt. The Company accounts for its derivative instruments at fair value provided it meets certain documentary and 
analytical  requirements  to  qualify  for  hedge  accounting  treatment.  Hedge  accounting  creates  the  potential  for  a  Consolidated 
Statements of Income match between the changes in fair values of derivatives and the changes in cost of the associated underlying 
transactions, in this case interest expense. Derivatives held by us are designated as hedges of specific exposures at inception, 
with an expectation that changes in the fair value will essentially offset the change in the underlying exposure. Discontinuance of 
hedge accounting is required whenever it is subsequently determined that an underlying transaction is not going to occur, with any 
gains or losses recognized in the Consolidated Statements of Income at such time, with any subsequent changes in fair value 
recognized currently in earnings. Fair values of derivatives are determined based on quoted prices for similar contracts. The effective 
portion of the change in fair value of the interest rate swap is reported in accumulated other comprehensive income, a component 
of stockholders' equity, and is being recognized as an adjustment to interest expense or other (expense) income, respectively, over 
the same period the related expenses are recognized in earnings. Ineffectiveness would occur when changes in the market value 
of the hedged transactions are not completely offset by changes in the market value of the derivative and those related gains and 
losses on derivatives representing hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are 
recognized currently in earnings when incurred. No ineffectiveness was recognized during 2016, 2015 or 2014.

71

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent Consideration Receivable

During the third quarter of 2015, certain assets, which met the definition of a business, were sold to a third-party in an arms-length 
transaction (see also Note 1. Significant Accounting Policies and Practices for further detail on the sale of the business).  Under 
the sales agreement, 40% of the sale proceeds from the buyer is contingent in nature and scheduled to be received by the Company 
in February 2017, or eighteen months from the date of the transaction.  The buyer has 60 days from this date to calculate and remit 
the remaining consideration. The contingent consideration amount expected to be received by the Company is based on the financial 
and operational performance of the business sold.  The significant inputs used to derive the Level 3 fair value contingent consideration 
receivable is the probability of reaching certain revenue growth of the business and retention of current customers over the eighteen
month period.  The fair value of the contingent consideration receivable for the year ended December 31, 2016 was $0.5 million.

Contingent Consideration Obligation

The significant inputs used to derive the fair value of the contingent consideration obligation include financial forecasts of future 
operating results, the probability of reaching the forecast and the associated discount rate.  The contingent acquisition obligation 
remaining for the year ended December 31, 2016 was not significant.  

The  following  table  provides  a  reconciliation  of  the  beginning  and  ending  balances  for  the  contingent  consideration  obligation 
measured at fair value using significant unobservable inputs (Level 3):

(millions)

Balance at December 31, 2013

Increase related to new acquisitions

Payment of contingent consideration

Change in fair value

Balance at December 31, 2014

Increase related to new acquisitions

Payment of contingent consideration

Change in fair value

Balance at December 31, 2015

Increase related to new acquisitions

Payment of contingent consideration

Change in fair value

Balance at December 31, 2016

Note: Amounts may not foot due to rounding. 

Due to Seller

$

$

$

$

(1.5)

—

1.8

(0.5)

(0.3)

—

0.1

0.2

—

—

—

—

—

For the year ended December 31, 2016, no material changes occurred in the far value measurement of the contingent consideration 
obligation.  For the year ended December 31, 2015, the Company recognized a benefit of $0.2 million in General and administrative 
expenses within the Consolidated Statements of Income due to the change in fair value measurements using a level three valuation 
technique. For the year ended December 31, 2014, the Company recognized an expense $0.5 million in General and administrative 
expenses due to the change in fair value measurements using a level three valuation technique. These adjustments were the result 
of using revised forecasts to operating results, updates to the probability of achieving the revised forecasts and updated fair value 
measurements that revised the Company's contingent consideration obligations related to the purchase of these businesses.

Nonrecurring Fair Value Measurements

Certain assets are measured at fair value on a nonrecurring basis; that is, the assets are measured at fair value on an ongoing 
basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). 
Non-financial assets such as goodwill, intangible assets, and leasehold improvements, equipment land and construction in progress 
are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment 
is recognized. The Company assesses the impairment of intangible assets annually or whenever events or changes in circumstances 
indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of its goodwill and intangible assets 
is not estimated if there is no change in events or circumstances that indicate the carrying amount of an intangible asset may not 
be recoverable. The Company has not recorded impairment charges related to its business acquisitions. The purchase price of 
business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based 
on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. The Company utilizes Level 3 inputs 
in the determination of the initial fair value.

72

Financial Instruments not Measured at Fair Value

The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in 
the Consolidated Balance Sheet at December 31, 2016 and 2015:

(millions)
Cash and cash equivalents
Long-term borrowings

2016

2015

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

22.2

22.2

18.7

18.7

Restated Credit Facility, net of original discount on 
borrowings and deferred financing costs
Other obligations

193.4
1.7

193.4
1.7

223.1
2.0

223.1
2.0

The  carrying  value  of  cash  and  cash  equivalents  approximates  their  fair  value  due  to  the  short-term  nature  of  these  financial 
instruments and would be classified as a Level 1. The fair value of the Restated Credit Facility and Other obligations were estimated 
to not be materially different from the carrying amount and are generally measured using a discounted cash flow analysis based 
on current market interest rates for similar types of financial instruments and would be classified as a Level 2.

11. Borrowing Arrangements

Long-term borrowings, in order of preference, consisted of the following:

Amount Outstanding
December 31,

(millions)

Maturity Date

2016

2015

Restated Credit Facility, net of original discount on borrowings 
and deferred financing costs
Other borrowings

Total obligations under Restated Credit Facility and other 
borrowings

Less: Current portion of obligations under Restated Credit 
Facility and other borrowings

Total long-term obligations under Restated Credit Facility and 
other borrowings

February 20, 2020
Various

$

$

193.4
1.7

195.1

20.4

223.1
2.0

225.1

15.2

$

174.7

$

209.9

Aggregate minimum principal maturities of long-term borrowings for the fiscal years following December 31, 2016, are as 
follows:

(millions)
2017
2018
2019
2020
2021
Thereafter
Total debt
Less: Current portion, including debt discount
Less: Original discount on borrowings
Less: Deferred financing costs
Total long-term portion, obligations under credit facility and other borrowings

Senior Credit Facility

$

$

21.5
20.1
20.0
136.3
—
—
197.9
20.4
1.2
1.6
174.7

On October 2, 2012, the Company entered into a credit agreement ("Credit Agreement") with Bank of America, N.A. ("Bank of 
America"), as administrative agent, Wells Fargo Bank, N.A. ("Wells Fargo Bank") and JPMorgan Chase Bank, as co-syndication 
agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, 
Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers 
and joint book managers, and the lenders party thereto.

73

 
 
 
 
 
 
 
 
 
 
 
Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders made available to the Company a secured 
senior credit facility (the "Senior Credit Facility") that permitted aggregate borrowings of $450.0 million consisting of (i) a revolving 
credit facility of up to $200.0 million at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million 
at any time outstanding, and (ii) a term loan facility of $250.0 million. The Senior Credit Facility was due to mature on October 2, 
2017.

Amended and Restated Credit Facility

On February 20, 2015 (“Restatement Date”), the Company entered into an Amended and Restated Credit Agreement (the “Restated 
Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as administrative agent, an issuing lender and swing-line lender; 
Wells Fargo Bank, N.A., as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO 
Harris Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, 
LLC, as joint lead arrangers and joint book managers; and the lenders party thereto (the “Lenders”). The Restated Credit Agreement 
reflects modifications to, and an extension of, the Senior Credit Agreement.

Pursuant to the terms, and subject to the conditions, of the Restated Credit Agreement, the Lenders have made available to the 
Company a senior secured credit facility (the “Restated Credit Facility”) that permits aggregate borrowings of $400.0 million consisting 
of (i) a revolving credit facility of up to $200.0 million at any time outstanding, which includes a $100.0 million sublimit for letters of 
credit and a $20.0 million sublimit for swing-line loans, and (ii) a term loan facility of $200.0 million (reduced from $250.0 million
under the Senior Credit Facility). The Company may request increases of the revolving credit facility in an aggregate additional 
principal amount of $100.0 million. The Restated Credit Facility matures on February 20, 2020.

The entire amount of the term loan portion of the Restated Credit Facility had been drawn by the Company as of the Amended and 
Restatement Date (including approximately $10.4 million drawn on such date) and is subject to scheduled quarterly amortization 
of  principal  as  follows:  (i) $15.0  million  in  the  first  year,  (ii) $15.0  million  in  the  second  year,  (iii) $20.0  million  in  the  third  year, 
(iv) $20.0 million in the fourth year, (v) $20.0 million in the fifth year and (vi) $110.0 million in the sixth year. The Company also had 
outstanding borrowings of $147.3 million (including $53.4 million in letters of credit) under the revolving credit facility as of the 
Restatement Date.

Borrowings under the Restated Credit Facility bear interest, at the Company’s option, (i) at a rate per annum based on the Company’s 
consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, 
determined in accordance with the pricing levels set forth in the Restated Credit Agreement (the “ Applicable Margin”), plus LIBOR 
or (ii) the Applicable Margin plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a 
daily rate equal to LIBOR plus 1.0% (the highest of (x), (y) and (z), the “Base Rate”), except that all swing-line loans will bear interest 
at the Base Rate plus the Applicable Margin.

Under the terms of the Restated Credit Agreement, the Company is required to maintain a maximum consolidated total debt to 
EBITDA ratio of not greater than 4.0 to 1.0 as of the end of any fiscal quarter ending during the period from the Amended and 
Restatement Date through September 30, 2015, (ii) 3.75 to 1.0 as of the end of any fiscal quarter ending during the period from 
October 1, 2015 through September 30, 2016, and (iii) 3.5 to 1.0 as of the end of any fiscal quarter ending thereafter. In addition, 
the Company is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1.25:1.0.

Events of default under the Restated Credit Agreement include failure to pay principal or interest when due, failure to comply with 
the financial and operational covenants, the occurrence of any cross default event, non-compliance with the other loan documents, 
the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is 
continuing, the Lenders holding a majority of the commitments and outstanding term loan under the Restated Credit Agreement 
have the right, among others, to (i) terminate the commitments under the Restated Credit Agreement, (ii) accelerate and require 
the Company to repay all the outstanding amounts owed under the Restated Credit Agreement and (iii) require the Company to 
cash collateralize any outstanding letters of credit.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Restated Credit Agreement) 
has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the 
Restated Credit Agreement. The Company’s obligations under the Restated Credit Agreement and such domestic subsidiaries’ 
guaranty obligations are secured by substantially all of their respective assets.

The Company was in compliance with all of its covenants as of December 31, 2016.

The weighted average interest rate on our Senior Credit Facility and Restated Credit Facility was 2.8% and 2.6% for the years 
ended December 31, 2016 and 2015, respectively. The rate includes all outstanding LIBOR contracts, cash flow hedge effectiveness 
effect and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 3.0% 
and 2.7%, respectively, at December 31, 2016 and December 31, 2015.

At December 31, 2016, the Company had $114.1 million of borrowing availability under the Restated Credit Agreement, of which 
the Company could have borrowed $114.1 million on December 31, 2016 and remained in compliance with the above described 
covenants as of such date. The Company's borrowing availability under the Restated Credit Agreement is limited only as of the 
Company's fiscal quarter end by the covenant restrictions described above. At December 31, 2016, the Company had $59.6 million  

74

of  letters  of  credit  outstanding  under  the  Restated  Credit Agreement  with  aggregate  borrowings  against  the  Restated  Credit 
Agreement of $196.3 million (excluding debt discount of $1.2 million and deferred financing cost of $1.6 million).

In connection with and effective upon the execution and delivery of the Restated Credit Agreement on February 20, 2015, the 
Company recorded losses on extinguishment of debt, relating to debt discount and debt issuance costs, of $0.6 million.

See Note 1. Significant Accounting Policies and Practices for additional information regarding the treatment of debt issuance costs 
under ASU 2015-3, which requires such costs to be a direct deduction from the carrying amount of the related debt liability.

Subordinated Convertible Debentures

The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the acquisition of Central. 
The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share upon their stated 
maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were $0.0 million and $0.1 
million during the years ended December 31, 2016 and 2015, respectively. The approximate redemption value of the Convertible 
Debentures outstanding at December 31, 2016 and December 31, 2015 is $1.1 million and $1.1 million, respectively.

12. Share Repurchase Plan

In May 2016, the Company's Board of Directors authorized the Company to repurchase, on the open market, shares of its outstanding 
common stock in an amount not to exceed $30.0 million in aggregate. Purchases of the Company's common stock may be made 
in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in 
accordance  with  Rule  10b-18  and  10b5-1under  the  Securities  Exchange Act  of  1934  ("Exchange Act"). The  share  repurchase 
program does not obligate the Company to repurchase any particular amount of common stock, and has no fixed termination date

Under this program, the Company has repurchased 305,183 shares of common stock through December 31, 2016. The following 
tables summarize share repurchase activity during the year ended December 31, 2016.

(millions, except for share and per share data) (unaudited)

Total number of shares repurchased

Average price paid per share

Total value of shares repurchased

(millions) (unaudited)

Total authorized repurchase amount

Total value of shares repurchased

Total remaining authorized repurchase amount

13. Leases and Contingencies

December 31,
2016

305,183

24.43

7.5

December 31,
2016

30.0

7.5

22.5

$

$

$

$

$

The Company operates parking facilities under operating leases expiring on various dates. Certain of the leases contain options 
to renew at the Company's discretion. Total future annual rent expense is not determinable as a portion of such future rent is 
contingent based on revenues of the parking facilities.

At December 31, 2016, the Company's minimum rental commitments, excluding contingent rent provisions and sublease income 
under all non-cancellable operating leases, are as follows:

(millions)
2017
2018
2019
2020
2021
2022 and thereafter
Total

(1)  $15.8 is included in 2017 minimum commitments for leases that expire in less than one year.

75

$

$

225.2
192.1
165.5
92.0
67.5
214.4
956.7

Rent expense, including contingent rents, was $384.0 million, $400.3 million and $330.8 million in 2016, 2015 and 2014, respectively. 
Contingent rent expense was $140.0 million, $186.2 million and $139.7 million in 2016, 2015 and 2014, respectively. Contingent 
rent expense consists primarily of percentage rent payments, which will cease at various times as certain leases expire. Future 
sublease income under all non-cancellable operating leases was $43.6 million as of December 31, 2016.

The  Company  accrued  no  contingent  payment  obligations  outstanding  under  the  previous  business  combination  accounting 
pronouncement for the year ended December 31, 2016.  The Company has recorded a contingency obligation for acquisitions 
subsequent to the adoption of the most recent guidance on business combinations, in the amount of nil and $0.1 million, as of 
December 31, 2016 and 2015, respectively.

The Company has contractual provisions under certain lease contracts to complete structural or other improvements to leased 
properties and incurs repair costs, including improvements and repairs arising as a result of ordinary wear and tear. The Company 
evaluates the nature of those costs when incurred and either capitalizes the costs as leasehold improvements, as applicable, or 
recognizes the costs as repair expenses within Cost of Parking Services-Leases within the Consolidated Statements of Income.

14. Income Taxes

For financial reporting purposes, earnings before income taxes includes the following components:

(millions)
United States
Foreign
Total

Year Ended December 31,
2015

2014

2016

$

$

38.9
2.9
41.8

$

$

21.7
3.4
25.1

$

$

23.5
2.4
25.9

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

(millions)
Current provision
U.S. federal
Foreign
State
Total current

Deferred provision

U.S. federal
Foreign
State
Total deferred

Income tax expense (benefit)

Year Ended December 31,
2015

2014

2016

$

$

13.9
1.4
2.6
17.9

(2.5)
(0.4)
0.8
(2.1)
15.8

$

$

11.5
1.2
1.8
14.5

(4.9)
0.1
(4.9)
(9.7)
4.8

$

$

9.5
0.8
1.6
11.9

(1.5)
0.1
(10.7)
(12.1)
(0.2)

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for 
financial reporting purposes and the amount used for income tax purposes.

76

 
 
 
 
 
 
Significant components of the Company's deferred tax assets and liabilities are as follows:

(millions)
Deferred tax assets

Net operating loss carry forwards
Accrued expenses
Accrued compensation
Book over tax cost unfavorable acquired lease contracts
Other
Total gross deferred tax assets

Less: valuation allowance
Total deferred tax assets
Deferred tax liabilities
Prepaid expenses
Undistributed foreign earnings
Tax over book depreciation and amortization
Tax over book goodwill amortization
Tax over book cost favorable acquired lease contracts
Equity investments in unconsolidated entities
Other

Total deferred tax liabilities
Net deferred tax asset

December 31,

2016

2015

$

$

19.3
30.7
12.8
16.1
1.2
80.1
(6.6)
73.5

(0.4)
(0.9)
(6.4)
(28.0)
(11.9)
(8.0)
—
(55.6)
17.9

$

$

20.6
34.1
12.1
20.6
0.7
88.1
(6.8)
81.3

(0.4)
(1.0)
(11.0)
(28.7)
(15.6)
(8.8)
(0.1)
(65.6)
15.7

As discussed in Note. 1 Significant Accounting Policies and Practices, the Company adopted ASU 2015-17, which requires entities 
to present deferred tax assets and liabilities as noncurrent on the balance sheet. Upon adoption, $12.3 million of deferred taxes 
previously classified as a component of current assets in the Condensed Consolidated Balance Sheet as of December 31, 2015 
have been reclassified as a component of long-term deferred tax assets.

The accounting guidance for accounting for income taxes requires that the Company assess the realisability of deferred tax assets 
at  each  reporting  period.  These  assessments  generally  consider  several  factors  including  the  reversal  of  existing  temporary 
differences, projected future taxable income, and potential tax planning strategies. The Company has valuation allowances totaling 
$6.6  million  and  $6.8  million  at  December 31,  2016  and  2015,  respectively,  primarily  related  to  our  state  Net  Operating  Loss 
carryforwards ("NOLs") and state tax credits that the Company believes are not likely to be realized based on upon its estimates 
of future taxable income, limitations on the uses of its state NOLs, and the carryforward life over which the state tax benefit is 
realized. The Company recognized a $0.2 million benefit for the reversal of a valuation allowance for deferred tax assets established 
for the historical net operating losses. The Company has $18.6 million of tax-effected state net operating loss carryforwards as of 
December 31, 2016, which will expire in years 2017 through 2036. 

Since 2005, the Company has treated its investment in its Canadian subsidiary as non-permanent in duration and provided taxes 
on the undistributed Canadian earnings. As of December 31, 2016, the Company treats approximately $2.9 million of Canadian 
earnings as permanently reinvested to meet the Canadian subsidiary's working capital requirements. The amount of tax that may 
be payable on the distribution of such earnings to the United States is approximately $1.1 million. Generally, such amounts will 
become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. The Company has provided 
taxes for the remaining undistributed earnings of its Canadian subsidiary in excess of the permanently reinvested amount. The 
Company is treating its cumulative earnings of $6.2 million in its Puerto Rico subsidiary as permanent in duration to satisfy current 
working capital requirements. The amount of tax that may be payable on a distribution of such earnings is $2.7 million.

77

 
 
 
 
A reconciliation of the Company's reported income tax provision (benefit) to the amount computed by multiplying book income 
before income taxes by the statutory United States federal income tax rate is as follows:

(millions)
Tax at statutory rate
Permanent differences
State taxes, net of federal benefit
Effect of foreign tax rates
Minority interest
Equity investments in unconsolidated entities
Current year adjustment to deferred taxes
Recognition of tax credits
Other

Change in valuation allowance
Income tax (benefit) expense

Year Ended December 31,
2015

2014

2016

$

$

14.6
0.8
1.3
—
(1.0)
—
1.3
(1.4)
0.4
16.0
(0.2)
15.8

$

$

8.8
1.4
0.3
(0.1)
(1.0)
—
1.5
(1.2)
0.6
10.3
(5.5)
4.8

$

$

9.1
1.0
0.8
—
(1.1)
2.4
(1.3)
(1.5)
(0.5)
8.9
(9.1)
(0.2)

Taxes paid, which are for United States federal income tax, certain state income taxes, and foreign income taxes were $17.6 million, 
$18.1 million, and $1.3 million in 2016, 2015 and 2014, respectively.

As of December 31, 2016, 2015 and 2014 the Company had not identified any uncertain tax positions that would have a material 
impact on the Company's financial position. 

The Company recognizes potential interest and penalties related to uncertain tax positions, if any, in income tax expense. The tax 
years that remain subject to examination for the Company's major tax jurisdictions as of December 31, 2016 are shown below:

2013 - 2016
2007 - 2016
2012 - 2016

15. Benefit Plans

Deferred Compensation Arrangements

United States - federal income tax
United States - state and local income tax
Foreign - Canada and Puerto Rico

The Company offers deferred compensation arrangements for certain key executives. Subject to their continued employment by 
the Company, certain employees are offered supplemental pension arrangements in which the employees will receive a defined 
monthly benefit upon attaining age 65. At December 31, 2016 and 2015, the Company has accrued $3.6 million and $3.7 million, 
respectively, representing the present value of the future benefit payments. Expenses related to these plans amounted to $0.2 
million, $0.2 million and $0.4 million in 2016, 2015 and 2014, respectively.

The Company also has agreements with certain former key executives that provide for aggregate annual payments for periods 
ranging from 10 years to life, beginning when the executive retires or upon death or disability. Under certain conditions, the amount 
of deferred benefits can be reduced. Compensation cost for the year ended December 31, 2016 was a benefit of $0.6 million and 
an expense of  $0.1 million and $1.0 million for the years ended December 31, 2015 and 2014, respectively. The Company had 
recorded a liability of $2.7 million and $3.8 million associated with these agreements as of December 31, 2016 and 2015, respectively.

Life insurance contracts with a face value of approximately $6.7 million and $6.9 million as of December 31, 2016 and 2015 have 
been purchased to fund, as necessary, the benefits under the Company's deferred compensation agreements. The cash surrender 
value of the life insurance contracts is approximately $3.9 million and $3.9 million as of December 31, 2016 and 2015, respectively, 
and classified as non-current assets and included in Other assets, net within the Consolidated Balance Sheet. The plan is a non-
qualified plan and is not subject to ERISA funding requirements.

Defined Contribution Plans

The Company sponsored two savings and retirement plans whereby the participants may elect to contribute a portion of their 
compensation to the plans. The two plans merged effective January 1, 2014 into a single plan. The plan is a qualified defined 
contribution plan 401(k). The Company contributes an amount in cash or other property as a Company match equal to 50% of 
the first 6% of contributions as they occur. Expenses related to the Company's 401(k) match amounted to $1.9 million, $2.1 
million, and $1.8 million in 2016, 2015 and 2014, respectively.

78

The Company also offers a non-qualified deferred compensation plan to those employees whose participation in its 401(k) plan is 
limited by statute or regulation. This plan allows certain employees to defer a portion of their compensation, limited to a maximum 
of $0.1 million per year, to be paid to the participants upon separation of employment or distribution date selected by employee. To 
support the non-qualified deferred compensation plan, the Company has elected to purchase Company Owned Life Insurance 
("COLI") policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for 
funding the non-qualified deferred compensation liability. As of December 31, 2016 and 2015, the cash surrender value of the COLI 
policies  is  $12.2  million  and  $10.9  million,  respectively  and  classified  as  non-current  assets  in  Other Assets,  net  within  the 
Consolidated Balance Sheet. The liability for the non-qualified deferred compensation plan is included in Other long-term liabilities 
on the Consolidated Balance Sheet and was $14.7 million and $12.5 million as of December 31, 2016 and 2015, respectively.

Multi-Employer Defined Benefit and Contribution Plans

The Company contributes to a number of multiemployer defined benefit plans under the terms of collective-bargaining agreements 
that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer 
plans in the following aspects:

•  Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other 

participating employers.

•  If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the 

remaining participating employers.

•  If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an 

amount based on the underfunded status of the plan, referred to as withdrawal liability.

The Company's contributions represented more than 5% of total contributions to the Teamsters Local Union No. 727 and Local 272 
Labor Management Benefit Funds for the plan year ending February 29, 2016 and November 30, 2016, respectively. The Company 
does not represent more than five percent to any other fund. The Company's participation in this plan for the annual periods ended 
December 31, 2016, 2015 and 2014, is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employee 
Identification Number ("EIN") and the three-digit plan number, if applicable. The zone status is based on information that the Company 
received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 
percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent 
funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a Financial Improvement Plan ("FIP") or a 
Rehabilitation Plan ("RP") is either pending or has been implemented.

The "Expiration Date of Collective Bargaining Agreement" column lists the expiration dates of the agreements to which the plans 
are subject.

EIN/
Pension
Plan
Number

Pension Protection
Zone Status

2016

2015

2014

FIP/FR
Pending
Implementation

Contributions (millions)

2016

2015

2014

Surcharge
Imposed

Zone
Status
as of 
the
Most
Recent
Annual
Report

Expiration
Date of
Collective
Bargaining
Agreement

36-61023973 Green Green Green

N/A

$ 3.5

$ 3.5

$ 3.3

No

2016

10/31/2021

13-5673836 Green Green

N/A

N/A

$ 1.5

$ 2.2

$ 2.0

No

2016

3/5/2021

Pension

Teamsters 
Local Union 
727

Local 272 
Labor 
Management

Net expenses for contributions not reimbursed by clients and related to multiemployer defined benefit and defined contribution 
benefit plans were $3.3 million, $4.6 million and $2.7 million in 2016, 2015 and 2014, respectively.

In the event that the Company decides to cease participating in these plans, the Company could be assessed a withdrawal liability. 
The Company currently does not have any intentions to cease participating in these multiemployer pension plans and therefore 
would not trigger the withdrawal liability.

16. Management Contracts and Related Arrangements with Affiliates

Closing Agreements

In connection with the Central Merger, on February 28, 2012, the Company entered into initial Closing Agreements (the "Initial 
Closing Agreements")  with  each  of  Lubert-Adler  Real  Estate  Fund V, L.P.  and  Lubert-Adler  Real  Estate  Parallel  Fund V, L.P. 
(collectively, "Lubert-Adler Entities"); each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., 
Kohlberg Offshore Investors V, L.P., and KOCO Investors V, L.P. (collectively, the "Kohlberg Entities"); and each of Versa Capital 
Fund I, L.P. and Versa Capital Fund I Parallel, L.P. (collectively, the "Versa Entities"). As of the most recent filings with the Securities 

79

and Exchange Commission, the Lubert-Adler Entities collectively own approximately 6.0% of our common stock, the Kohlberg 
Entities collectively own approximately 16.2% of our common stock, and the Versa Entities collectively own approximately 2.3% of 
our common stock. In addition, Paul Halpern, who resigned as director on December 14, 2016, is affiliated with the Versa Entities; 
and directors Seth H. Hollander, Jonathan P. Ward and Gordon H. Woodward are affiliated with Kohlberg Entities. 

Under the Initial Closing Agreements, the Lubert-Adler, Kohlberg and Versa Entities (collectively, the "Central Stockholders") agreed, 
among other things, to vote their shares of our common stock in accordance with the Board's recommendations or, in specified 
cases, in proportion to the votes made by the Company's other stockholders, until October 2, 2015.

Additionally, the Initial Closing Agreements provide that each Central Stockholder will be subject to a four-year "standstill period" 
following the closing of the Merger, during which each such Central Stockholder will not, among other things, (i) acquire any additional 
voting securities of the Company, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with 
respect to the Company, (iii) call a meeting of Company stockholders or initiate a stockholder proposal, or (iv) form a "group" with 
any person with respect to Company securities.

The Initial Closing Agreements also impose certain restrictive covenants on some of the Central Stockholders, including, among 
others,  (i) non-compete  covenants,  (ii) non-solicitation  covenants,  (iii) confidentiality  obligations  and  (iv) non-disparagement 
requirements.

The foregoing description of the Initial Closing Agreements does not purport to be complete and is qualified in its entirety by reference 
to the Closing Agreements, copies of which are attached to the Company's Current Report on Form 8-K filed on February 29, 2012 
as Exhibits 10.2 through 10.4 and incorporated by reference herein.

In connection with the Central Merger, on October 2, 2012, the Company entered into Additional Closing Agreements (the "Additional 
Closing Agreements") with the Central Stockholders. Pursuant to the terms of the Additional Closing Agreements, the Kohlberg, 
Lubert-Adler and Versa Entities have each agreed that, until October 2, 2015 and for so long as it owns in the aggregate (together 
with its affiliates, all other Central stockholders and their respective affiliates and any other persons with which any of the foregoing 
form a "group") beneficially or of record more than 10% of Company issued and outstanding common stock, to cause the shares 
of our common stock held by them to be counted as present at any meeting of Company stockholders and to vote, in person or by 
proxy, all of such shares of Company common stock as follows:

From October 2, 2013 until October 2, 2014:

•  with respect to the election of directors to the Company's Board, "for" any nominees recommended by the Board; and

•  with respect to all other matters submitted for a vote of Company stockholders, in accordance with the recommendation of 

the Board with respect to such matters.

From October 2, 2014 until October 2, 2015:

•  with respect to the election of directors to the Board, "for" any nominees recommended by our Board; and

•  with respect to all other matters submitted for a vote of Company stockholders, in proportion to the votes cast by all of the 

Company's other stockholders.

The Additional Closing Agreements also provide that the Kohlberg, Lubert-Adler and Versa Entities were subject to a four-year 
standstill period following the Closing Date, during which time, such Central Stockholder will not, among other things, (i) acquire or 
agree to acquire any additional voting securities of the Company, (ii) seek or propose a merger, acquisition, tender offer or other 
extraordinary transaction with or involving the Company or any of its subsidiaries or their respective securities or assets, (iii) call a 
meeting of the stockholders of the Company or initiate a stockholder proposal or (iv) form a "group" (as defined in Section 13(d)(3) 
of the Securities Exchange Act of 1934) with any person (other than an affiliate of such Central Stockholder) with respect to the 
acquisition or voting of any of the Company's voting securities.

The  Additional  Closing  Agreements  impose  certain  restrictive  covenants  on  the  Kohlberg  and  Versa  Entities,  including 
(i) confidentiality obligations with respect to the Company confidential information and (ii) non- disparagement requirements. The 
Lubert-Adler Entity is subject to confidentiality obligations with respect to its confidential information pursuant to the terms of its 
Additional Closing Agreement.

The foregoing description of the Additional Closing Agreements does not purport to be complete and is qualified in its entirety by 
reference to the Additional Closing Agreements, copies of which are attached as Exhibits 10.2 through 10.8 to the Company's 
Current Report on Form 8-K filed with the SEC on October 2, 2012.

17. Bradley Agreement

The Company entered into a 25-year agreement with the State of Connecticut ("State") that expires on April 6, 2025, under which 
it operates the surface parking and 3,500 garage parking spaces at Bradley International Airport ("Bradley") located in the Hartford, 
Connecticut metropolitan area.

The parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provides that the 
Company deposits, with the trustee for the bondholders, all gross revenues collected from operations of the surface and garage 
80

parking. From these gross revenues, the trustee pays debt service on the special facility revenue bonds outstanding, operating and 
capital maintenance expense of the surface and garage parking facilities, and specific annual guaranteed minimum payments to 
the state. Principal and interest on the Bradley special facility revenue bonds increase from approximately $3.6 million in contract 
year 2002 to approximately $4.5 million in contract year 2025. Annual guaranteed minimum payments to the State increase from 
approximately $8.3 million contract year 2002 to approximately $13.2 million in contract year 2024. The annual minimum guaranteed 
payment to the State by the trustee for the twelve months ended December 31, 2016 and 2015 was $11.3 million and $11.0 million, 
respectively. All of the cash flow from the parking facilities are pledged to the security of the special facility revenue bonds and are 
collected and deposited with the bond trustee. Each month the bond trustee makes certain required monthly distributions, which 
are characterized as "Guaranteed Payments." To the extent the monthly gross receipts generated by the parking facilities are not 
sufficient for the trustee to make the required Guaranteed Payments, the Company is obligated to deliver the deficiency amount to 
the trustee, with such deficiency payments representing interest bearing advances to the trustee. The Company does not directly 
guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

The following is the list of Guaranteed Payments:

•  Garage and surface operating expenses,

•  Principal and interest on the special facility revenue bonds,

•  Trustee expenses,

•  Major maintenance and capital improvement deposits; and

•  State minimum guarantee.

To the extent sufficient funds exist, the trustee is then directed to reimburse the Company for deficiency payments up to the amount 
of the calculated surplus, with the Company having the right to be repaid the principal amount of any and all deficiency payments, 
together with actual interest and premium, not to exceed 10% of the initial deficiency payment. The Company calculates and records 
interest and premium income along with deficiency principal repayments as a reduction of cost of parking services in the period 
the associated deficiency repayment is received from the trustee. The Company believes these advances to be fully recoverable 
as the Bradley Agreement places no time restriction on the Company's right to reimbursement. The total deficiency repayments, 
net of payments, as of December 31, 2016, 2015 and 2014 are as follows:

Balance at beginning of year

Deficiency payments made

Deficiency repayment received

Balance at end of year

2016

December 31,

2015

2014

$

$

11.6

$

0.2

(1.9)

9.9

$

13.3

$

0.1

(1.8)

11.6

$

14.6

—

(1.3)

13.3

The  total  deficiency  repayments  (net  of  payments  made),  interest  and  premium  received  and  recorded  for  the  years  ended 
December 31, 2016, 2015 and 2014 are as follows:

(millions)

Deficiency repayments

Interest

Premium

Year Ended December 31

2016

2015

2014

$

$

$

1.7

0.5

0.2

$

$

$

1.8

0.4

0.2

$

$

$

1.3

0.5

0.1

Deficiency payments made are recorded as an increase in cost of parking services and deficiency repayments, interest and premium 
received are recorded as reductions to cost of parking services. The reimbursement of principal, interest and premium are recognized 
when received. 

There were no amounts of estimated deficiency payments accrued as of December 31, 2016 and 2015, as the Company concluded 
that the potential for future deficiency payments did not meet the criteria of both probable and estimable. 

In addition to the recovery of certain general and administrative expenses incurred, the Bradley Agreement provides for an 
annual management fee payment, which is based on operating profit tiers. The annual management fee is further apportioned 
60% to the Company and 40% to an un-affiliated entity and the annual management fee will be paid to the extent funds are 
available for the trustee to make distribution, and are paid after Guaranteed Payments (as defined in the Bradley Agreement) 
repayment of all deficiency payments, including interest and premium. Cumulative management fees of approximately $16.7 
million and $15.7 million have not been recognized as of December 31, 2016 and 2015, respectively, and no management fees 
were recognized as revenue during 2016, 2015 or 2014.

81

 
 
18. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) is comprised of unrealized gains (losses) on cash flow hedges 
and foreign currency translation adjustments. The components of changes in accumulated comprehensive income (loss), net of 
taxes, were as follows:

(millions)
Balance as of December 31, 2013
Change in other comprehensive income (loss)
Balance as of December 31, 2014
Change in other comprehensive income (loss)
Balance as of December 31, 2015
Change in other comprehensive income (loss)
Balance as of December 31, 2016

Note: Amounts may not foot due to rounding. 

19. Legal Proceedings

Foreign
Currency
Translation
Adjustments

Effective 
Portion
of Unrealized
Gain (Loss) on
Derivative

$

$

(0.4) $
(0.2)
(0.5)
(0.7)
(1.2)
(0.2)
(1.4) $

Total
Accumulated
Other
Comprehensive
Income (Loss)
0.1
$
(0.3)
(0.2)
(0.9)
(1.1)
(0.3)
(1.4)

0.5
(0.2)
0.3
(0.2)
0.1
(0.1)

— $

The Company is subject to litigation in the normal course of its business. The outcomes of legal proceedings and claims brought 
against it and other loss contingencies are subject to significant uncertainty. The Company accrues a charge against income when 
its management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of 
loss can be reasonably estimated. In addition, the Company accrues for the authoritative judgments or assertions made against it 
by government agencies at the time of their rendering regardless of its intent to appeal. In addition, the Company is from time-to-
time party to litigation administrative proceedings and union grievances that arise in the normal course of business, and occasionally 
pays non-material amounts to resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters 
that separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its operation, financial 
condition or cash flow.

In determining the appropriate accounting for loss contingencies, the Company considers the likelihood of loss or impairment of an 
asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss. The Company regularly evaluates 
current information available to determine whether an accrual should be established or adjusted. Estimating the probability that a 
loss will occur and estimating the amount of a loss or a range of loss involves significant judgment.

Holten Settlement

In March 2010, John V. Holten, a former indirect controlling shareholder of the Company, filed a lawsuit against the Company in 
the United States District Court, District of Connecticut. Mr. Holten was terminated as the Company's chairman in October 2009. 
The lawsuit alleged breach of his employment agreement and claimed that the agreement entitled Mr. Holten to payments worth 
more than $3.8 million. The Company filed an answer and counterclaim to Mr. Holten's lawsuit in 2010.

In March 2016, the Company and Mr. Holten settled all claims in connection with the original lawsuits ("Holten Settlement"). Per 
the settlement, the Company paid Mr. Holten $3.4 million of which $1.9 million was recovered by the Company through the Company's 
directors and officers liability insurance policies. The Company recognized an expense, net of insurance recoveries, related to the 
Holten Settlement of $1.5 million for the year ended December 31, 2016.

20. Domestic and Foreign Operations

Business Unit Segment Information

Segment information is presented in accordance with a "management approach," which designates the internal reporting used by 
the chief operating decision maker for making decisions and assessing performance as the source of the Company's reportable 
segments. The Company's segments are organized in a manner consistent with which separate financial information is available 
and evaluated regularly by the chief operating decision-maker ("CODM") in deciding how to allocate resources and in assessing 
the Company's overall performance.

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue 
and incur expenses, and about which separate financial information is regularly evaluated by the CODM. The CODM is the Company's 
president and chief executive officer. The business is managed based on regions administered by executive vice presidents. Each 
of the operating segments is directly responsible for revenue and expenses related to their operations including direct regional 
administrative costs. Finance, information technology, human resources, and legal are shared functions that are not allocated back 
to the four operating segments. The CODM assesses the performance of each operating segment using information about its 

82

revenue and operating income (loss) before interest, taxes, and depreciation and amortization, but does not evaluate operating 
segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate interest 
and other income, interest expense, depreciation and amortization or taxes to operating segments. The accounting policies for 
segment reporting are the same as for the Company as a whole.

Effective January 1, 2016, the Company began certain organizational and executive leadership changes to align with how our 
CODM reviews performance and makes decisions in managing the Company and therefore, changed internal operating segment 
information reported to the CODM.  The operating segments are internally reported as Region One (Urban), Region Two (Airport 
Transportation) and Region Three (other reporting units of USA Parking and event planning and transportation services). All prior 
periods presented have been restated to reflect the new internal reporting to the CODM. 

•  Region One (Urban) encompasses our services in healthcare facilities, municipalities, including meter revenue collection 
and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges 
and universities, as well as ancillary services such as shuttle and transportation services, valet services, taxi and livery 
dispatch services.

•  Region Two (Airport transportation) encompasses our services at all major airports as well as ancillary services, which 

includes shuttle and transportation services and valet services.

•  Region Three encompasses other operating segments including USA Parking and event planning, including shuttle and 

transportation services.

•  Other consists of ancillary revenue that is not specifically identifiable to a region and certain unallocated insurance reserve 

adjustments. 

The following is a summary of revenues (excluding reimbursed management contract revenue) and gross profit by operating 
segment for the years ended December 31, 2016, 2015 and 2014:

(millions)
Parking services revenue (a)

Region One

Lease contracts
Management contracts
Total Region One

Region Two

Lease contracts
Management contracts
Total Region Two

Region Three

Lease contracts
Management contracts
Total Region Three

Other 

Lease contracts
Management contracts
Total Other 

Reimbursed management contract 
revenue

Total Revenues
Gross Profit

Region One

Lease contracts
Management contracts
Total Region One

Region Two

Lease contracts
Management contracts
Total Region Two

Year Ended December 31,

2016

Gross
Margin

2015

Gross
Margin

2014

Gross
Margin

$

414.5
201.2
615.7

124.7
88.1
212.8

5.8
44.5
50.3

—
13.0
13.0

  $

442.7
190.9
633.6

123.8
100.6
224.4

4.4
44.9
49.3

—
13.9
13.9

$

443.7
193.0
636.7

48.5
103.3
151.8

2.7
29.8
32.5

1.7
12.2
13.9

723.7
1,615.5

$

694.7
1,615.9

  $

679.8
1,514.7

$

32.6
86.6
119.2

5.7
25.2
30.9

8%
43%

5%
29%

83

35.8
85.1
120.9

5.5
24.5
30.0

8% $

44%

4%
24%

36.8
86.1
122.9

3.7
26.3
30.0

8%
45%

8%
26%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(millions)

Region Three

Lease contracts
Management contracts
Total Region Three

Region Other

Lease contracts
Management contracts
Total Other
Total gross profit
General and administrative expenses
General and administrative
expense percentage of gross profit
Depreciation and amortization
Operating income
Other expenses (income):

Interest expense
Interest income
Gain on sale of business
Gain on contribution of a 
business to an unconsolidated 
entity
Equity in losses from
investment in unconsolidated 
entity

Total other expenses 
Earnings before income taxes
Income tax expense (benefit)
Net income
Less: Net income attributable 
to noncontrolling interest
Net income attributable
to SP Plus Corporation

$

Year Ended December 31,

2016

Gross
Margin

2015

Gross
Margin

2014

Gross
Margin

9%
40%

12%
51%

0.8
12.7
13.5

0.3
12.5
12.8
176.4
90.0

51%

33.7
52.7

10.5
(0.5)
—

—

0.9
10.9
41.8
15.8
26.0

2.9

23.1

14%
29%

—%
96%

  $

0.3
11.4
11.7

(3.5)
11.0
7.5
170.1
97.3

57%

34.0
38.8

12.7
(0.2)
(0.5)

—

1.7
13.7
25.1
4.8
20.3

2.9

17.4

7%
26%

—%
79%

$

0.2
11.8
12.0

0.2
6.2
6.4
171.3
101.5

59%

30.3
39.5

17.8
(0.4)
—

(4.1)

0.3
13.6
25.9
(0.2)
26.1

3.0

23.1

In the first quarter of 2017, the Company changed its internal reporting segment information reported to its CODM. The Company 
will prospectively report on the following regions beginning in 2017 and restate prior periods presented to reflect the internal reporting 
to the CODM:

•  Region One (Commercial) encompasses our services in healthcare facilities, municipalities, including meter revenue collection 
and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and 
universities, as well as ancillary services such as shuttle and transportation services, valet services, taxi and livery dispatch 
services and event planning, including shuttle and transportation services. 

•  Region Two (Airports) encompasses our services at all major airports as well as ancillary services, which includes shuttle and 

transportation services and valet services.

•  Other  consists  of  ancillary  revenue  that  is  not  specifically  identifiable  to  a  region  and  certain  unallocated  insurance  reserve 

adjustments.

84

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21. Unaudited Quarterly Results

The  following  table  sets  forth  the  Company's  unaudited  quarterly  consolidated  statement  of  income  data  for  the  years  ended 
December 31, 2016 and December 31, 2015. The unaudited quarterly information has been prepared on the same basis as the 
annual financial information and, in management's opinion, includes all adjustments (consisting only of normal recurring adjustments) 
necessary to present fairly the information for the quarters presented. Historically, the Company's operating results have varied 
from quarter to quarter and are expected to continue to fluctuate in the future. These fluctuations have been due to a number of 
factors, including: general economic conditions in its markets; acquisitions; additions of contracts; expiration and termination of 
contracts; conversion of lease contracts to management contracts; conversion of management contracts to lease contracts and 
changes in terms of contracts that are retained and timing of general and administrative expenditures.

The operating results for any historical quarter are not necessarily indicative of results for any future period.

85

(millions, except for share
and per share data)

First 
Quarter

Second 
Quarter

Third 
Quarter

Fourth 
Quarter

First 
Quarter

Second 
Quarter

Third 
Quarter

Fourth 
Quarter

(Unaudited)

(Unaudited)

2016

2015

Parking services revenue

Lease contracts

$

138.5

$

135.7

$

136.1

$

134.7

$

135.8

$

146.4

$

146.6

$

Management contracts

91.2

86.7

84.1

84.8

94.1

88.3

85.8

180.2

402.6

124.0

51.4

188.9

409.1

125.8

50.5

186.7

406.2

125.2

47.2

174.3

404.2

128.7

60.0

170.9

405.6

134.5

53.8

168.3

400.7

136.0

53.6

180.2

188.9

186.7

174.3

170.9

168.3

181.2

355.6

365.2

359.1

363.0

359.2

357.9

365.7

11.7

35.3

47.0

22.1

9.8

15.1

2.6

(0.1)

—

0.3

2.8

10.3

33.6

43.9

20.3

7.8

15.8

2.7

(0.1)

—

0.4

3.0

12.3

12.8

4.9

7.4

0.9

5.1

7.7

0.7

9.5

37.6

47.1

23.0

6.9

17.2

2.4

(0.1)

—

(0.3)

2.0

15.2

4.9

10.3

0.7

7.1

34.1

41.2

25.7

7.9

7.6

4.0

(0.1)

—

0.5

4.4

3.2

1.3

1.9

0.5

11.9

34.5

46.4

24.7

8.2

13.5

3.0

—

—

0.3

3.3

10.2

(0.4)

10.6

0.8

10.6

32.2

42.8

23.8

8.2

10.8

3.0

—

(0.5)

0.4

2.9

7.9

3.5

4.4

0.8

142.1

82.1

181.2

405.4

133.6

50.9

8.5

31.2

39.7

23.1

9.7

6.9

2.7

(0.1)

—

0.5

3.1

3.8

0.4

3.4

0.8

2.6

— $

6.5

$

7.0

$

9.6

$

1.4

$

9.8

$

3.6

$

— $

— $

0.29

0.29

$

$

0.31

0.31

$

$

0.44

0.43

$

$

0.06

0.06

$

$

0.44

0.43

$

$

0.17

0.16

$

$

0.11

0.11

167.9

397.6

130.6

60.7

167.9

359.2

7.9

30.5

38.4

24.6

9.2

4.6

2.8

(0.2)

—

0.5

3.1

1.5

0.9

0.6

0.6

Reimbursed 
management contract 
revenue
Total revenue

Cost of parking 
services
Lease contracts

Management contracts

Reimbursed 
management contract 
expense

Total cost of parking 
services

Gross profit

Lease contracts

Management contracts

Total gross profit

General and 
administrative expenses

Depreciation and 
amortization

Operating income

Other expense (income)

Interest expense

Interest income

Gain on sale of 
business
Equity in losses 
(income) from 
investment in 
unconsolidated entity

Total other expenses 
(income)

Earnings (loss) before 
income taxes

Income tax expense 
(benefit)
Net income 

Less: Net income 
attributable to 
noncontrolling interest

Net income attributable to 
SP Plus Corporation

Common stock data

Net income per share*

Basic

Diluted

Weighted average 
shares outstanding

Basic

Diluted

$

$

$

22,328,578

22,344,898

22,208,139

22,071,865

22,127,725

22,145,190

22,205,707

22,276,763

22,593,505

22,625,471

22,497,111

22,398,045

22,528,608

22,521,832

22,548,166

22,486,888

* Basic and diluted earnings per share are computed independently for each of the quarters presented.  As a result, the sum of quarterly basic and diluted per share 
information may not equal annual basic and diluted earnings per share.

86

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

SIGNATURES

  SP PLUS CORPORATION

Date: February 23, 2017

  By:

/s/ VANCE C. JOHNSTON

Vance C. Johnston

 Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

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

Signature

Title

/s/ G MARC BAUMANN
G Marc Baumann

/s/ KAREN M. GARRISON
Karen M. Garrison

  Director, President and Chief Executive Officer
(Principal Executive Officer)

Director and Non-Executive Chairman

/s/ SETH H. HOLLANDER

Director

Seth H. Hollander

/s/ ROBERT S. ROATH
Robert S. Roath

Director

/s/ WYMAN T. ROBERTS

Director

Wyman T. Roberts

/s/ DOUGLAS R. WAGGONER

Director

Director

Director

Director

Douglas R. Waggoner

/s/ JONATHAN P. WARD
Jonathan P. Ward

/s/ JAMES A. WILHELM
James A. Wilhelm

/s/ GORDON H. WOODWARD
Gordon H. Woodward

/s/ VANCE C. JOHNSTON
Vance C. Johnston

/s/ KRISTOPHER H. ROY
Kristopher H. Roy

Date

  February 23, 2017

  February 23, 2017

February 23, 2017

  February 23, 2017

February 23, 2017

February 23, 2017

  February 23, 2017

  February 23, 2017

  February 23, 2017

  Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)

  February 23, 2017

  Senior Vice President, Corporate Controller and
Assistant Treasurer (Principal Accounting Officer
and Duly Authorized Officer)

  February 23, 2017

87

 
 
 
 
 
 
 
 
 
SP PLUS CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Description
(millions)
Allowance for doubtful accounts

Year ended December 31, 2016
Year ended December 31, 2015
Year ended December 31, 2014

Tax valuation account

Year ended December 31, 2016
Year ended December 31, 2015
Year ended December 31, 2014

Balance at
Beginning
of Year

Additions
Charged
to Costs
and
Expenses

Reductions (1)

Balance at
End of
Year

$

$

$

$

0.9
1.0
0.7

$

$

6.8
12.3
21.3

$

$

0.5
0.7
0.7

—
—
—

(1.0) $
(0.8)
(0.5) $

(0.2) $
(5.5) $
(9.0) $

0.4
0.9
1.0

6.6
6.8
12.3

(1)    Represents uncollectible accounts written off and reversal of provision.

88

 
 
 
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number

3.1  

3.1.1  

3.1.2  

3.1.3  

3.1.4  

Description
Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004 (incorporated 
by reference to exhibit 3.1 of the Company's Annual Report on Form 10-K filed on March 13, 2009).

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company 
effective as of January 7, 2008 (incorporated by reference to exhibit 3.1.1 of the Company's Annual Report 
on Form 10-K filed on March 13, 2009).

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company 
effective as of April 29, 2010 (incorporated by reference to exhibit 3.1.3 of the Company's Quarterly Report 
on Form 10-Q filed on August 6, 2010).

Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company 
effective as of May 6, 2010 (incorporated by reference to exhibit 3.1.4 of the Company's Quarterly Report on 
Form 10-Q filed on August 6, 2010).

Certificate  of  Ownership  and  Merger,  as  filed  with  the  Secretary  of  State  of  the  State  of  Delaware  on 
November 25,  2013,  effective  as  of  December 2,  2013  (incorporated  by  reference  to  exhibit 3.1  of  the 
Company's Current Report on Form 8-K filed on December 2, 2013).

3.2  

Fourth Amended and Restated Bylaws of the Company dated January 1, 2010 (incorporated by reference to 
exhibit 3.1 of the Company's Quarterly Report on Form 10-Q filed on November 3, 2016).

3.2.1

3.2.2

4.1

10.1 ^

10.1.1  

10.2  

10.3  

10.4  

Amendment to Fourth Amended and Restated Bylaws of the Company dated February 19, 2016 (incorporated 
by reference to exhibit 3.1.1 of the Company's Quarterly Report on Form 10-Q filed on November 3, 2016).

Amendment to Fourth Amended and Restated Bylaws of the Company dated August 5, 2016 (incorporated 
by reference to exhibit 3.1.2 of the Company's Quarterly Report on Form 10-Q filed on November 3, 2016).

Specimen common stock certificate (incorporated by reference to exhibit 4.1 of the Company's Annual Report 
on Form 10-K filed on March 1, 2016).

Amended and Restated Credit Agreement, dated as of February 20, 2015, by and among the Company, Bank 
of America, N.A., as administrative agent, an issuing lender and wing-line lender; Wells Fargo Bank, N.A., as 
an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris 
Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo 
Securities LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the 
lenders party thereto (incorporated by reference to exhibit 10.1.2 of the Company's Annual Report on Form 10-
K filed for on March 6, 2015).

Amendment No. 1 to Restated Credit Agreement, dated as of April 29, 2015, by and among the Company, 
Bank of America, N.A., as administrative agent, an issuing lender and wing-line lender; Wells Fargo Bank, 
N.A., as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and 
BMO Harris Bank N.A., as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated, 
Wells Fargo Securities LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, 
and the lenders party thereto (incorporated by reference to exhibit 10.1 of the Company's Current Report on 
Form 8-K filed on May 1, 2015).

Confirmation of Interest Rate Swap Transaction, dated as of October 25, 2012, between the Company and 
Bank  of America,  N.A.  (incorporated  by  reference  to  exhibit 10.4  of  the  Company's  Quarterly  Report  on 
Form 10-Q filed for September 30, 2012).

Confirmation of Interest Rate Swap Transaction, dated as of October 25, 2012, between the Company and 
JPMorgan Chase Bank, N.A. (incorporated by reference to exhibit 10.5 of the Company's Quarterly Report 
on Form 10-Q filed for September 30, 2012).

Confirmation of Interest Rate Swap Transaction, dated as of October 25, 2012, between the Company and 
PNC Bank, N.A. (incorporated by reference to exhibit 10.6 of the Company's Quarterly Report on Form 10-
Q filed for September 30, 2012).

10.5 +

Deferred Compensation Agreement dated as of August 1, 1999, between the Company and James A. Wilhelm 
(incorporated by reference to exhibit 10.7 of the Company's Annual Report on Form 10-K filed on March 15, 
2012).

10.5.1 +

First Amendment to Deferred Compensation Agreement dated January 25, 2012, between the Company and 
James A. Wilhelm (incorporated by reference to exhibit 10.7.1 of the Company's Annual Report on Form 10-
K filed on March 15, 2012).

10.6 +

Employment Agreement dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by 
reference to exhibit 10.24 of the Company's Annual Report on Form 10-K filed for December 31, 2001).

89

 
Exhibit
Number

10.6.1 +

Description
First Amendment to Employment Agreement dated as of November 7, 2001 between the Company and Robert 
N. Sacks (incorporated by reference to exhibit 10.25 of the Company's Annual Report on Form 10-K filed for 
December 31, 2001).

10.6.2 +

Second Amendment to Employment Agreement dated as of August 1, 2003 between the Company and Robert 
N. Sacks (incorporated by reference to exhibit 10.7.2 of the Company's Registration Statement on Form S-1, 
File No. 333-112652, filed on February 10, 2004).

10.6.3 +

Third Amendment to Employment Agreement dated as of April 1, 2005 between the Company and Robert N. 
Sacks (incorporated by reference to exhibit 10.7.3 of the Company's Annual Report on Form 10-K filed on 
March 13, 2009).

10.6.4 +

Fourth Amendment to Employment Agreement dated as of December 29, 2008 between the Company and 
Robert N. Sacks (incorporated by reference to exhibit 10.7.4 of the Company's Annual Report on Form 10-K 
filed on March 13, 2009).

10.6.5 +

Fifth Amendment to Employment Agreement dated as of January 28, 2009 between the Company and Robert 
N. Sacks (incorporated by reference to exhibit 10.7.5 of the Company's Annual Report on Form 10-K filed on 
March 13, 2009).

10.6.6 +* Sixth Amendment to  Employment Agreement dated  as  of  February  16,  2017  between  the  Company  and 

Robert N. Sacks.

10.7 +

Amended  and  Restated  Executive  Employment Agreement  dated  as  of  December 1,  2002  between  the 
Company and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company's Annual Report 
on Form 10-K filed for December 31, 2002).

10.7.1 +

First Amendment to Amended and Restated Executive Employment Agreement dated as of April 11, 2005, 
between the Company and John Ricchiuto (incorporated by reference to exhibit 10.3 of the Company's Current 
Report on Form 8-K filed on March 7, 2005).

10.7.2 +

Second Amendment to Employment Agreement dated as of December 28, 2008 between the Company and 
John Ricchiuto (incorporated by reference to exhibit 10.10.2 to the Company's Annual Report on Form 10-K 
filed for December 31, 2012).

10.7.3 +

Third Amendment to  Employment Agreement dated  as  of April 2, 2012  between  the  Company  and  John 
Ricchiuto (incorporated by reference to exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed 
for June 30, 2012).

10.8 +

10.9 +

Amended and Restated Executive Employment Agreement between the Company and G Marc Baumann 
dated November 19, 2014 effective as of January 1, 2015 (incorporated by reference to exhibit 10.12 of the 
Company's Annual Report on Form 10-K filed on March 6, 2015).

Amended and Restated Executive Employment Agreement dated as of March 1, 2005, between the Company 
and Thomas L. Hagerman (incorporated by reference to exhibit 10.1 of the Company's Current Report on 
Form 8-K filed on March 7, 2005).

10.9.1 +

First  Amendment  to  Amended  and  Restated  Executive  Employment  Agreement  dated  October 1,  2007 
between the Company and Thomas Hagerman (incorporated by reference to exhibit 10.1 to the Company's 
Quarterly Report on Form 10-Q filed for September 30, 2007).

10.9.2 +

Second Amendment to Employment Agreement dated as of December 29, 2008 between the Company and 
Thomas  L.  Hagerman  (incorporated  by  reference  to  exhibit 10.14.2  to  the  Company's Annual  Report  on 
Form 10-K filed for December 31, 2012).

10.9.3 +

Third Amendment to Employment Agreement dated as of April 2, 2012 between the Company and Thomas 
L. Hagerman (incorporated by reference to exhibit 10.7 to the Company's Quarterly Report on Form 10-Q 
filed for June 30, 2012).

10.10 +

Executive  Employment Agreement  dated  March 15,  2005  between  the  Company  and  Gerard  M.  Klaisle 
(incorporated by reference to exhibit 10.14 of the Company's Annual Report on Form 10-K filed on March 12, 
2010).

10.10.1 +

First Amendment to Amended and Restated Executive Employment Agreement dated December 29, 2008 
between the Company and Gerard M. Klaisle (incorporated by reference to exhibit 10.14.1 of the Company's 
Annual Report on Form 10-K filed on March 12, 2010).

90

 
Exhibit
Number

10.10.2 +

Description
Second  Amendment  to  Amended  and  Restated  Executive  Employment  Agreement  dated  July 28,  2011 
between the Company and Gerald M. Klaisle (incorporated by reference to exhibit 10.3 to the Company's 
Quarterly Report on Form 10-Q filed on November 7, 2011).

10.10.3 +*

Third Amendment to Amended and Restated Executive Employment Agreement dated February 16, 2017 
between the Company and Gerald M. Klaisle. 

10.11 +

Employment Agreement, dated as of September 10, 2012, between the Company and William Bodenhamer 
(incorporated  by  reference  to  exhibit 10.7  to  the  Company's  Quarterly  Report  on  Form 10-Q  filed  for 
September 30, 2012).

10.12 +

Employment Agreement, dated as of February 15, 2017, between the Company and Rob Toy (incorporated 
by reference to exhibit 10.9 to the Company's Quarterly Report on Form 10-Q filed for September 30, 2012).

10.12.1 +* Employment Agreement, dated as of September 10, 2012, between the Company and Rob Toy.

10.13 +

Employment Agreement effective as of March 3, 2014 by and between the Company and Vance C. Johnston 
(incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 1-K/A filed on March 31, 
2014).

10.14 +

Employment Agreement between the Company and Hector Chevalier dated July 14, 2014 and made effective 
as of July 1, 2014 (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K 
filed on July 17, 2014).

10.15 +

Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment 
No. 1 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 10, 2004).

10.15.1 +

Long-Term Incentive Plan Amendment effective as of April 22, 2008 (incorporated by reference to Appendix B 
of the Company's 2008 Proxy on Form DEF 14A, filed on April 1, 2008).

10.16 +

Form of Performance Share Agreement between the Company and Recipient (incorporated by reference to 
exhibit 4.1 of the Company's Annual Report on Form 10-K filed on March 1, 2016).

10.17 +

Form of the Company's Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by reference 
to exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 2, 2008).

10.17.1 +

First Amendment to Form of the Company's Restricted Stock Unit Agreement (incorporated by reference to 
exhibit 10.1 of the Company's Current Report on Form 8-K as filed on August 6, 2009).

10.17.2 +

Second  Amendment  to  Form  of  the  Company's  Restricted  Stock  Unit  Agreement  dated  May 27,  2011 
(incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 2, 
2011).

10.18  

10.19  

10.20  

10.21  

10.22  

10.23

10.24

Office Lease dated as of October 31, 2012 between the Company and Piedmont—Chicago Center Owner, LLC 
(incorporated  by  reference  to  exhibit 10.23  of  the  Company's  Annual  Report  on  Form 10-K  filed  for 
December 31, 2013).

Office Lease dated as of October 17, 2013 between the Company and Riverview Business Center I & II, LLC 
(incorporated  by  reference  to  exhibit 10.23  of  the  Company's  Annual  Report  on  Form 10-K  filed  for 
December 31, 2013).

Form  of  Property  Management Agreement  (incorporated  by  reference  to  exhibit 10.30  of  the  Company's 
Annual Report on Form 10-K filed on March 10, 2006).

Guaranty Agreement of APCOA/Standard Parking, Inc. dated as of March 2000 to and for the benefit of the 
State  of  Connecticut,  Department  of  Transportation  (incorporated  by  reference  to  exhibit 10.27  of  the 
Company's Annual Report on Form 10-K filed on March 13, 2009).

Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between 
the  State  of  Connecticut  Department  of  Transportation  and  APCOA  Bradley  Parking  Company, LLC 
(incorporated by reference to exhibit 10.28 of the Company's Annual Report on Form 10-K filed on March 13, 
2009).

Trust Indenture dated March 1, 2000 between State of Connecticut and First Union National Bank as Trustee 
(incorporated by reference to exhibit 10.29 of the Company's Annual Report on Form 10-K filed on March 13, 
2009).

Agreement and Plan of Merger, dated February 28, 2012, by and among the Company, Hermitage Merger 
Sub, Inc., KCPC Holdings, Inc. and Kohlberg CPC Rep., L.L.C. (incorporated by reference to exhibit 10.1 of 
the Company's Current Report on Form 8-K filed on February 29, 2012). The schedules and exhibits to the 
Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-
K but will be provided supplemental to the SEC upon request.

91

 
Exhibit
Number

10.25

10.26

10.27

10.28

10.29

10.30

10.31

10.32

10.33  

10.34  

10.35

Description
The Closing Agreements, dated February 28, 2012, between the Company and each of Lubert-Adler Real 
Estate  Fund  V, L.P.  and  Lubert-Adler  Real  Estate  Parallel  Fund  V, L.P.  (incorporated  by  reference  to 
exhibit 10.2 of the Company's Current Report on Form 8-K filed on February 29, 2012).

The Closing Agreements, dated February 28, 2012, between the Company and each of Kohlberg Investors 
V, L.P., Kohlberg  TE  Investors  V, L.P., Kohlberg  Partners  V, L.P., Kohlberg  Offshore  Investors  V, L.P. and 
KOCO Investors V,  L.P. (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-
K filed on February 29, 2012).

The Closing Agreements, dated February 28, 2012, between the Company and each of Versa Capital Fund 
I, L.P. and Versa Capital Fund I Parallel, L.P. (incorporated by reference to exhibit 10.4 of the Company's 
Current Report on Form 8-K filed on February 29, 2012).

Closing  Agreement,  dated  as  of  October 2,  2012,  between  the  Company  and  Kohlberg  CPC  Rep, LLC 
(incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 2, 
2012).

Closing  Agreement,  dated  as  of  October 2,  2012,  between  the  Company  and  2929  CPC  HoldCo, LLC 
(incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on October 2, 
2012).

Closing Agreement, dated as of October 2, 2012, between the Company and VCM STAN-CPC Holdings, LLC 
(incorporated by reference to exhibit 10.4 of the Company's Current Report on Form 8-K filed on October 2, 
2012).

Closing Agreement, dated as of October 2, 2012, between the Company and West-FSI, LLC (incorporated 
by reference to exhibit 10.5 of the Company's Current Report on Form 8-K filed on October 2, 2012).

Closing Agreement, dated as of October 2, 2012, between the Company and Sailorshell and Co. (incorporated 
by reference to exhibit 10.6 of the Company's Current Report on Form 8-K filed on October 2, 2012).

Closing Agreement, dated as of October 2, 2012, between the Company and CP Klaff Equity LLC (incorporated 
by reference to exhibit 10.7 of the Company's Current Report on Form 8-K filed on October 2, 2012).

Closing Agreement, dated as of October 2, 2012, between the Company and Jumpstart Development LLC 
(Worldwide) (incorporated by reference to exhibit 10.8 of the Company's Current Report on Form 8-K filed 
on October 2, 2012).

Settlement Agreement, dated as of December 15, 2016, between the Company and Kohlberg CPC Rep, 
L.L.C.,  KOCO  Investors  V, L.P., Kohlberg  Offshore  Investors V, L.P., Kohlberg  Investors  V, L.P., Kohlberg 
Partners V, L.P., Kohlberg TE Investors V, L.P., Versa Capital Fund I, L.P., Versa Capital Fund I Parallel, L.P., 
Lubert-Adler Real Estate Fund V, L.P., Lubert-Adler Real Estate Parallel Fund V, L.P., and other former Central 
stockholders (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed 
on January 17, 2017).

14.1  

Code of Ethics (incorporated by reference to exhibit 14.1 of the Company's Annual Report on Form 10-K for 
December 31, 2002).

21 *

Subsidiaries of the Company.

23 *

Consent of Independent Registered Public Accounting Firm dated as of February 23, 2017.

31.1 *

Section 302  Certification  dated  February 23,  2017  for  G  Marc  Baumann,  Director,  President  and  Chief 
Executive Officer (Principal Executive Officer).

31.2 *

Section 302 Certification dated February 23, 2017 for Vance C. Johnston, Executive Vice President, Chief 
Financial Officer and Treasurer (Principal Financial Officer).

31.3 *

Section 302 Certification dated February 23, 2017 for Kristopher H. Roy, Vice President Corporate Controller 
and Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer).

32 **

Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley 
Act of 2002, dated February 23, 2017.

101.INS *

XBRL Instance Document.

101.SCH *

XBRL Taxonomy Extension Schema.

101.CAL *

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF *

XBRL Taxonomy Extension Definition Linkbase.

101.LAB *

XBRL Taxonomy Extension Label Linkbase.

92

 
Exhibit
Number

Description

101.PRE *

XBRL Taxonomy Extension Presentation Linkbase.

_______________________________________________________________________________

* Filed herewith.

** Furnished herewith.

+ Management contract or compensation plan, contract or agreement.

^ Confidential treatment has been granted with respect to certain portions of this Exhibit pursuant to a confidential treatment order granted by the Securities and 
Exchange Commission. Omitted portions have been separately filed with the Securities and Exchange Commission.

93

 
[This page intentionally left blank] 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 8, 2017

Directors

Executive Officers

G Marc Baumann
President & Chief Executive Officer

Hector O. Chevalier
Executive Vice President,
Operations

Thomas L. Hagerman
Executive Vice President,
Operations

Vance C. Johnston
Executive Vice President,
Chief Financial Officer & Treasurer

Gerard M. Klaisle
Executive Vice President,
Chief Administrative Officer

Jack Ricchiuto
Executive Vice President,
Operations

Robert N. Sacks
Executive Vice President, 
General Counsel & Secretary  

Robert M. Toy
President of Commercial Operations

Karen M. Garrison,
Non-Executive Chairman (a)(b)(c)(d)
President, Pitney Bowes Business 
Services (retired)

G Marc Baumann, Director
President & Chief Executive Officer,
SP Plus Corporation

Seth H. Hollander, Director
Partner, 
Kohlberg & Company, LLC

Robert S. Roath, Director (a)(b)(c)(d)
Chief Financial Officer, 
RJR Nabisco, Inc. (retired)

Wyman T. Roberts, Director (a)(c)
President & Chief Executive Officer, 
Brinker International, Inc.

Douglas R. Waggoner, Director (a)(b)
Chief Executive Officer, 
Echo Global Logistics, Inc.

Jonathan P. Ward, Director (c)
Operating Partner, 
Kohlberg & Company, LLC

James A. Wilhelm, Director
Chief Executive Officer,
SP Plus Corporation (retired) 

Gordon H. Woodward, Director (b)
Chief Investment Officer, 
Kohlberg & Company, LLC

(a)   Audit Committee

Chair: Robert S. Roath
(b)   Nominating and Corporate 
Governance Committee
Chair: Karen M. Garrison

(c)   Compensation Committee
Chair: Robert S. Roath
(d)   Executive Committee

Chair: Karen M. Garrison

Stockholder Information
Corporate Address
SP Plus Corporation
200 East Randolph Street
Suite 7700
Chicago, IL 60601

Telephone: (312) 274-2000
www.spplus.com

Investor Relations Contact
Vance C. Johnston
Executive Vice President, 
Chief Financial Officer and Treasurer

Telephone: (312) 521-8409
Investor_Relations@spplus.com

Independent Registered Public  
Accounting Firm
Ernst & Young LLP
155 North Wacker Drive
Chicago, Illinois 60606

Transfer Agent
Continental Stock Transfer &
Trust Company
17 Battery Park
New York, NY 10004
Telephone: (212) 509-4000

Stock Listing
NASDAQ Global Select Market
Trading Symbol: SP

Stock Price Information
The table below shows the  
reported high and low sales price 
of SP Plus common stock during 
the periods indicated in 2016. The 
closing price of our common stock  
at December 30, 2016 was $28.15.

HIGH        LOW
$25.00 
First Quarter 
Second Quarter  $24.38 
Third Quarter 
$26.02 
Fourth Quarter  $30.30 

$20.67
$20.41
$22.47
$22.60

Annual Meeting of Stockholders
Our Annual Stockholders Meeting  
will be held on May 9, 2017 at  
4:00 p.m., local time, at The Radisson 
Blu Aqua, 221 North Columbus Drive, 
Chicago, IL 60601.

 
 
 
 
 
 
 
 
 
SP+2015AR_BC.pdf   1   3/17/17   9:19 PM