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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/18 NICE Ltd. 20-F 12/31/17 113:13M Z-K Global Ltd/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.78M 2: EX-8.1 Opinion of Counsel re: Tax Matters -- exhibit_8-1 HTML 37K 5: EX-13.1 Annual or Quarterly Report to Security Holders -- HTML 34K exhibit_13-1 6: EX-13.2 Annual or Quarterly Report to Security Holders -- HTML 34K exhibit_13-2 3: EX-12.1 Statement re: Computation of Ratios -- HTML 42K exhibit_12-1 4: EX-12.2 Statement re: Computation of Ratios -- HTML 42K exhibit_12-2 7: EX-15.1 Letter re: Unaudited Interim Financial Info -- HTML 36K exhibit_15-1 14: R1 Document and Entity Information HTML 57K 15: R2 Consolidated Balance Sheets HTML 131K 16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K 17: R4 Consolidated Statements of Income HTML 131K 18: R5 Consolidated Statements of Comprehensive Income HTML 69K 19: R6 Consolidated Statements of Comprehensive Income HTML 36K (Parenthetical) 20: R7 Statements of Changes in Shareholders' Equity HTML 75K 21: R8 Statements of Changes in Shareholders' Equity HTML 37K (Parenthetical) 22: R9 Consolidated Statements of Cash Flows HTML 146K 23: R10 General HTML 144K 24: R11 Significant Accounting Policies HTML 165K 25: R12 Short-Term and Long-Term Investments HTML 122K 26: R13 Prepaid Expenses and Other Current Assets HTML 46K 27: R14 Other Long-Term Assets HTML 43K 28: R15 Property and Equipment, Net HTML 57K 29: R16 Other Intangible Assets, Net HTML 63K 30: R17 Goodwill HTML 64K 31: R18 Accrued Expenses and Other Liabilities HTML 46K 32: R19 Derivative Instruments HTML 104K 33: R20 Commitments and Contingent Liabilities HTML 52K 34: R21 Taxes on Income HTML 192K 35: R22 Shareholders' Equity HTML 146K 36: R23 Long Term Debt HTML 87K 37: R24 Reportable Segments and Geographical Information HTML 109K 38: R25 Selected Statements of Income Data HTML 110K 39: R26 Significant Accounting Policies (Policies) HTML 239K 40: R27 General (Tables) HTML 138K 41: R28 Significant Accounting Policies (Tables) HTML 90K 42: R29 Short-Term and Long-Term Investments (Tables) HTML 124K 43: R30 Prepaid Expenses and Other Current Assets (Tables) HTML 46K 44: R31 Other Long-Term Assets (Tables) HTML 43K 45: R32 Property and Equipment, Net (Tables) HTML 56K 46: R33 Other Intangible Assets, Net (Tables) HTML 63K 47: R34 Goodwill (Tables) HTML 64K 48: R35 Accrued Expenses and Other Liabilities (Tables) HTML 46K 49: R36 Derivative Instruments (Tables) HTML 103K 50: R37 Commitments and Contingent Liabilities (Tables) HTML 41K 51: R38 Taxes on Income (Tables) HTML 181K 52: R39 Shareholders' Equity (Tables) HTML 142K 53: R40 Long Term Debt (Tables) HTML 80K 54: R41 Reportable Segments and Geographical Information HTML 113K (Tables) 55: R42 Selected Statements of Income Data (Tables) HTML 113K 56: R43 General (Narrative) (Details) HTML 136K 57: R44 General (Schedule of Fair Values of the Assets HTML 83K Acquired and Liabilities Assumed) (Details) 58: R45 General (Schedule of Components of the Purchase HTML 47K Consideration Transferred) (Details) 59: R46 General (Schedule of Acquired Intangible Assets) HTML 64K (inContact) (Details) 60: R47 General (Schedule of Pro Forma Financial HTML 39K Information) (Details) 61: R48 General (Schedule of Results of the Discontinued HTML 64K Operations) (Details) 62: R49 Significant Accounting Policies (Narrative) HTML 72K (Details) 63: R50 Significant Accounting Policies (Schedule of HTML 44K Property and Equipment Depreciation Rates) (Details) 64: R51 Significant Accounting Policies (Schedule of Other HTML 48K Intangible Assets Depreciation Rates) (Details) 65: R52 Significant Accounting Policies (Schedule of HTML 59K Components of Accumulated Other Comprehensive Income) (Details) 66: R53 Short-Term and Long-Term Investments (Narrative) HTML 36K (Details) 67: R54 Short-Term and Long-Term Investments (Summary of HTML 54K Amortized Costs, Gross Unrealized Gains and Losses and Estimated Fair Values of Available-For-Sale Marketable Securities) (Details) 68: R55 Short-Term and Long-Term Investments (Scheduled HTML 51K Maturities of Available-For-Sale Marketable Securities) (Details) 69: R56 Short-Term and Long-Term Investments (Summary of HTML 62K Continuous Unrealized Losses and Fair Values) (Details) 70: R57 Prepaid Expenses and Other Current Assets HTML 52K (Schedule of Other Receivables and Prepaid Expenses) (Details) 71: R58 Other Long-Term Assets (Schedule of Other HTML 41K Long-Term Assets) (Details) 72: R59 Property and Equipment, Net (Details) HTML 61K 73: R60 Other Intangible Assets, Net (Narrative) (Details) HTML 41K 74: R61 Other Intangible Assets, Net (Schedule of HTML 47K Definite-Lived Other Intangible Assets) (Details) 75: R62 Other Intangible Assets, Net (Schedule of HTML 47K Estimated Amortization Expense) (Details) 76: R63 Goodwill (Narrative) (Details) HTML 39K 77: R64 Goodwill (Schedule of Goodwill) (Details) HTML 54K 78: R65 Accrued Expenses and Other Liabilities (Components HTML 48K of Accrued Expenses and Other Liabilities) (Details) 79: R66 Derivative Instruments (Schedule of Derivative HTML 55K Instruments in Statement of Financial Position, Fair Value) (Details) 80: R67 Derivative Instruments (Schedule of Outstanding HTML 50K Derivative Instruments) (Details) 81: R68 Derivative Instruments (Effect of Derivative HTML 49K Instruments in Cash Flow Hedging Relationship on Income and Other Comprehensive Income) (Details) 82: R69 Commitments and Contingent Liabilities (Lease HTML 63K Commitments) (Details) 83: R70 Commitments and Contingent Liabilities (Other HTML 37K Commitments) (Details) 84: R71 Commitments and Contingent Liabilities (Legal HTML 42K Proceedings) (Details) 85: R72 Taxes on Income (Narrative) (Details) HTML 120K 86: R73 Taxes on Income (Schedule of Deferred Tax Assets HTML 73K and Liabilities) (Details) 87: R74 Taxes on Income (Schedule of Effective Income Tax HTML 72K Rate Reconciliation) (Details) 88: R75 Taxes on Income (Schedule of Income before Income HTML 41K Tax, Domestic And Foreign) (Details) 89: R76 Taxes on Income (Schedule of Taxes on Income) HTML 49K (Current and Deferred) (Details) 90: R77 Taxes on Income (Schedule of Taxes on Income) HTML 41K (Domestic and Foreign) (Details) 91: R78 Taxes on Income (Reconciliation of Unrecognized HTML 45K Tax Benefits) (Details) 92: R79 Shareholders' Equity (Narrative) (Details) HTML 67K 93: R80 Shareholders' Equity (Schedule of Option Fair HTML 52K Value Assumptions) (Details) 94: R81 Shareholders' Equity (Schedule of Stock Option HTML 78K Activity) (Details) 95: R82 Shareholders' Equity (Schedule of Options HTML 86K Outstanding by Exercise Price Range) (Details) 96: R83 Shareholders' Equity (Summary of Restricted Stock HTML 51K Units Activity) (Details) 97: R84 Shareholders' Equity (Schedule of Equity-Based HTML 46K Compensation Expense) (Details) 98: R85 Long Term Debt (Narrative) (Details) HTML 93K 99: R86 Long Term Debt (Schedule of Component of Term Debt HTML 41K Liability) (Details) 100: R87 Long Term Debt (Schedule of Interest Expense HTML 43K Recognized) (Details) (Usd $) 101: R88 Long Term Debt (Schedule of Outstanding HTML 46K Exchangeable) (Details) 102: R89 Long Term Debt (Schedule of Carring Values) HTML 44K (Details) (Usd $) 103: R90 Long Term Debt (Schedule of Interest Expense HTML 45K Related) (Details) 104: R91 Reportable Segments and Geographical Information HTML 48K (Financial Information of The Company's Reportable Segments) (Details) 105: R92 Reportable Segments and Geographical Information HTML 43K (Schedule of Long-Lived Assets) (Details) 106: R93 Reportable Segments and Geographical Information HTML 46K (Schedule of Total Revenues from External Customers by Geographical Areas) (Details) 107: R94 Reportable Segments and Geographical Information HTML 46K (Schedule of Property and Equipment) (Details) 108: R95 Selected Statements of Income Data (Schedule of HTML 43K Research and Development Costs, Net) (Details) 109: R96 Selected Statements of Income Data (Schedule of HTML 63K Financial Income and Other, Net) (Details) 110: R97 Selected Statements of Income Data (Schedule of HTML 53K Net Earnings Per Share) (Details) 112: XML IDEA XML File -- Filing Summary XML 220K 111: EXCEL IDEA Workbook of Financial Reports XLSX 136K 8: EX-101.INS XBRL Instance -- nice-20171231 XML 3.98M 10: EX-101.CAL XBRL Calculations -- nice-20171231_cal XML 369K 11: EX-101.DEF XBRL Definitions -- nice-20171231_def XML 890K 12: EX-101.LAB XBRL Labels -- nice-20171231_lab XML 1.71M 13: EX-101.PRE XBRL Presentations -- nice-20171231_pre XML 1.27M 9: EX-101.SCH XBRL Schema -- nice-20171231 XSD 257K 113: ZIP XBRL Zipped Folder -- 0001178913-18-001044-xbrl Zip 270K
(Exact name of Registrant as specified in its charter)
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(Translation of Registrant’s name into English)
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(Jurisdiction of incorporation or organization)
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(Address of principal executive offices)
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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Title of Each Class
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Name of Each Exchange
On Which Registered
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American Depositary Shares, each representing
one Ordinary Share, par value one
New Israeli Shekel per share
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NASDAQ Global Select Market
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(Title of Class)
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(Title of Class)
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Page
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1
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1
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1
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31
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57
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57
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78
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95
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96
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98
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100
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119
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122
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PART II | ||
124
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124
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124
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Item 16.
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[Reserved]
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125
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125
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125
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125
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126
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126
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126
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126
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PART III | ||
127
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||
127
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128
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F-1
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Year Ended December 31,
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||||||||||||||||||||
2014
|
2015
|
2016
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2017
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|||||||||||||||||
(U.S. dollars in thousands, except per share data)
|
||||||||||||||||||||
OPERATING DATA:
|
||||||||||||||||||||
Revenues
|
||||||||||||||||||||
Products
|
$
|
280,140
|
$
|
289,560
|
$
|
317,900
|
$
|
306,252
|
$
|
318,946
|
||||||||||
Services
|
507,636
|
543,548
|
573,033
|
623,783
|
652,040
|
|||||||||||||||
Cloud
|
33,739
|
38,887
|
35,934
|
85,507
|
361,166
|
|||||||||||||||
Total revenues
|
821,515
|
871,995
|
926,867
|
1,015,542
|
1,332,152
|
|||||||||||||||
Cost of revenues
|
||||||||||||||||||||
Products
|
69,335
|
63,919
|
66,363
|
53,032
|
51,065
|
|||||||||||||||
Services
|
222,430
|
226,499
|
222,783
|
250,022
|
225,020
|
|||||||||||||||
Cloud
|
7,849
|
13,093
|
14,436
|
34,679
|
192,588
|
|||||||||||||||
Total cost of revenues
|
299,614
|
303,511
|
303,582
|
337,733
|
468,673
|
|||||||||||||||
Gross profit
|
521,901
|
568,484
|
623,285
|
677,809
|
863,479
|
|||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development, net
|
115,431
|
123,141
|
128,485
|
141,528
|
181,107
|
|||||||||||||||
Selling and marketing
|
214,579
|
231,097
|
225,817
|
268,349
|
361,328
|
|||||||||||||||
General and administrative
|
86,467
|
83,360
|
90,349
|
116,569
|
129,071
|
|||||||||||||||
Amortization of acquired intangible assets
|
29,438
|
19,157
|
12,528
|
17,187
|
41,902
|
|||||||||||||||
Restructuring expenses
|
527
|
5,435
|
-
|
-
|
-
|
|||||||||||||||
Total operating expenses
|
446,442
|
462,190
|
457,179
|
543,633
|
713,408
|
|||||||||||||||
Operating income
|
75,459
|
106,294
|
166,106
|
134,176
|
150,071
|
|||||||||||||||
Financial and other income (expense), net
|
3,927
|
3,765
|
5,304
|
10,305
|
(20,411
|
)
|
||||||||||||||
Income before taxes on income
|
79,386
|
110,059
|
171,410
|
144,481
|
129,660
|
|||||||||||||||
Taxes on income (tax benefits)
|
26,915
|
9,909
|
30,832
|
21,412
|
(13,631
|
)
|
||||||||||||||
Net income from continuing operations
|
52,471
|
100,150
|
140,578
|
123,069
|
143,291
|
|||||||||||||||
Discontinued operations:
|
||||||||||||||||||||
Gain on disposal and income (loss) from discontinued operations
|
4,294
|
4,965
|
152,459
|
(8,235
|
)
|
-
|
||||||||||||||
Taxes on income (tax benefits)
|
1,490
|
2,040
|
34,206
|
(2,086
|
)
|
-
|
||||||||||||||
Net income from discontinued operations
|
2,804
|
2,925
|
118,253
|
(6,149
|
)
|
-
|
||||||||||||||
Net income
|
55,275
|
103,075
|
258,831
|
116,920
|
143,291
|
|||||||||||||||
Basic earnings per share from continuing operations
|
$
|
0.87
|
$
|
1.69
|
$
|
2.36
|
$
|
2.06
|
$
|
2.37
|
||||||||||
Basic earnings per share from discontinued operations
|
$
|
0.05
|
$
|
0.05
|
$
|
1.99
|
$
|
(0.10
|
)
|
$
|
-
|
|||||||||
Basic earnings per share
|
$
|
0.92
|
$
|
1.74
|
$
|
4.35
|
$
|
1.96
|
$
|
2.37
|
||||||||||
Weighted average number of shares used in computing basic earnings per share (in thousands)
|
60,388
|
59,362
|
59,552
|
59,667
|
60,444
|
|||||||||||||||
Diluted earnings per share from continuing operations
|
$
|
0.85
|
$
|
1.64
|
$
|
2.29
|
$
|
2.02
|
$
|
2.31
|
||||||||||
Diluted earnings per share from discontinued operations
|
$
|
0.04
|
$
|
0.05
|
$
|
1.93
|
$
|
(0.10
|
)
|
$
|
-
|
|||||||||
Diluted earnings per share
|
$
|
0.89
|
$
|
1.69
|
$
|
4.22
|
$
|
1.92
|
$
|
2.31
|
||||||||||
Weighted average number of shares used in computing diluted earnings per share (in thousands)
|
61,380
|
60,895
|
61,281
|
61,035
|
62,119
|
At December 31,
|
||||||||||||||||||||
2014
|
2015
|
2016
|
2017
|
|||||||||||||||||
(U.S. dollars in thousands)
|
||||||||||||||||||||
BALANCE SHEET DATA*:
|
||||||||||||||||||||
Working capital**
|
$
|
61,023
|
$
|
107,090
|
$
|
256,089
|
$
|
13,713
|
$
|
132,154
|
||||||||||
Total assets
|
1,646,030
|
1,632,952
|
1,849,613
|
2,631,876
|
2,845,086
|
|||||||||||||||
Shareholders’ equity
|
1,204,796
|
1,213,456
|
1,415,149
|
1,511,332
|
1,749,561
|
• |
governmental controls and regulations, including import or export license requirements, trade protection measures and changes in tariffs;
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• |
compliance with applicable international and local laws, regulations and practices, including those related to trade compliance, anticorruption, data privacy and protection, tax, labor, employee benefits, customs, currency restrictions and other requirements;
|
• |
potential adverse tax consequences, including the complexities of foreign value added tax systems;
|
• |
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
|
• |
expose us to interest rate fluctuations since the interest on the Credit Agreement is imposed at variable rates;
|
• |
make it more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of such debt;
|
• |
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
· |
the judgment was given by a court competent under the laws of the state in which the court is located and is otherwise enforceable in such state;
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· |
the judgment was rendered by a court competent under the rules of private international law applicable in Israel;
|
· |
the laws of the state in which the judgment was given provides for the enforcement of judgments of Israeli courts;
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· |
adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
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· |
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;
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· |
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and
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· |
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
|
· |
Changes in expectations as to our future financial performance, including financial estimates by securities
|
· |
Modification of hedge positions by counterparties to the hedge transactions we entered into simultaneously with the issuance of the Notes, including the possible entry into or unwinding of derivative transactions with respect to the ADSs or the purchase or sale of the ADSs or other NICE securities in secondary market transactions;
|
· |
Market conditions in the industry and the general state of the securities markets, with particular emphasis on the technology and Israeli sectors of the securities markets; and
|
· |
Organizations are looking for open software platforms to be the foundation for their applications. Open platforms provide unified fully-integrated solutions that are all based on a shared framework of service, allowing for fast innovation, easy deployment, flexible functionality and an enhanced ecosystem of solution providers. Third party solutions can be easily added to extend the functionality of the platform to match a customer’s or industry specific needs.
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· |
Cloud adoption is accelerating and demand is expanding across segments. Cloud solutions have become the most popular way to achieve flexible and cost-effective deployment models for enterprise systems. These include SaaS, Contact Center as a Service (“CCaaS”), Infrastructure as a Service, Platform as a Service, and other cloud-based solutions. By using cloud solutions, customers of all sizes can scale their operation quickly and easily while paying only for the amount of resources they use. There are several market needs driving this trend, including the desire for business agility, the pressure to continually improve operational efficiency and innovate to reduce total cost of ownership (“TCO”) and to ease implementation complexity.
|
· |
Consumers demand a holistic omnichannel experience that is effortless and consistent across all touchpoints. Consumers demand immediate, effortless, consistent and personalized experiences across all communication channels, including mobile apps, web, chat, SMS, social, and over the phone, with the least amount of effort. They easily and often traverse these channels, depending on their task, location, time-of-day or even progress within a certain process. They view all these channels as one, and organizations are expected to quickly adapt to the large variety of channels as well to view them in the same way their consumers do, offering a consistent experience across all touch points.
|
· |
Analytics has become the main driver for improving customer experience. Organizations are increasingly adopting a customer-centric strategy to get better understanding of customer behaviors and gain insight into the omnichannel customer journey. Organizations are increasing the use of artificial intelligence empowered tools in order to achieve focused decisioning and real-time action solutions – being proactive instead of reactive and predictive/prescriptive instead of descriptive. Front and back office functions seek to employ analytics to better optimize their operations. These tools include, among others, cognitive engagement solutions, like interactive communications, predictive analytics and machine learning.
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· |
Process automation and machine learning are increasingly being used to automate financial investigation tasks where it may not be necessary to have human involvement. This frees up investigators from low value, high volume manual tasks so that they may better focus on more important and strategic tasks. This leads to better resource utilization, increased accuracy and productivity, and improved return on investment.
|
· |
Companies are looking for ways to engage their employees in personalized and adaptive ways to improve workforce productivity and satisfaction. Contact center employees are heterogenic with different needs and requirement. These employees, especially those that belong to the “millennial” generation, expect organizations to hear their voice and engage them individually. Successfully engaging and motivating these employees in a personalized manner reduces attrition levels, hiring and on boarding efforts and improves the experience level of the team, resulting in an improved experience for the end customers.
|
· |
Organizations look at Big Data technologies to analyze a wealth of information, derive new business insights and act in real time. Structured and unstructured data, from millions of omnichannel interactions and transactions, open up an opportunity to gain deep insight and human understanding, regarding customer and employee intentions and behavioral patterns. Organizations keep looking for ways to elevate their usage of Big Data and advance from glimpses of interactions and transactions to a meaningful understanding of behaviors, and to identify a customer’s underlying concerns. Furthermore, they strive to ensure compliance in real time, which is then translated into action and into providing the best solution and an accurate response.
|
· |
Automation and machine learning are increasingly used to enhance customer experience and efficiency. Smart and self-learning machines allow for the automated enhancement of real-time guidance and analytics-based insights (including speech and text analytics), behavior analytics and technique focused on profiling, trending and pattern detection. As a result, organizations increasingly use these technologies to provide faster and more efficient customer service.
|
· |
Chat and conversational bots to contain and deflect calls and interactions into self-service. Companies are looking for new and advanced digital means to improve customer satisfaction. Further development of intelligent bots will improve operational processes, increase flexibility in customer interactions with the contact center, as well as decrease wait time while providing a personalized experience. This technology will allow the human workforce to focus on more complex added value services.
|
· |
Preventing financial crime and ensuring stringent compliance and evolving regulatory environments. Financial services regulators are calling for a fundamental change in the underlying culture of the entities that they regulate, in order to send a strong message from the executive suite on down that protecting an institution, its customers and its assets, is of primary importance. The need to ensure compliance with requirements for advanced technological solutions can be seen across customer interactions and financial services markets. Financial services organizations are increasingly being asked to document and prove to their regulators that the controls that are in place are working and effective. This is evidenced by substantial fines that have recently been levied against such institutions. Furthermore, the regulatory requirements are constantly evolving, requiring financial institutions
to respond with solutions that are up to date with the latest modifications.
|
· |
An unpredictable threat landscape environment. The growing number of data breaches and cyber security incidents puts increasing amounts of personally identifiable information and sensitive data at risk of exposure. This information can be used to open accounts that can be used for laundering money, terrorist financing, account fraud, market manipulation, social engineering, and more. Such potential risks threaten an organization’s reputation, as well as create large financial exposures due to both losses as well as fines. In addition, the large volumes of data, having to do with both internal and external threats, place an enormous operational burden on organizations dealing with threats. Having the ability to aggregate, analyze, compare, and decision those incidents and cases increasingly points to the need for a robust and comprehensive way in which cases are handled by large financial services organizations.
|
· |
An increasing need to control cost of compliance. The regulatory pressures and increasing threat landscape have driven a sharp increase in the number of risk and compliance personnel, which in turn have dramatically increased the cost of compliance. Customers are turning to technology to allow them to control these costs without compromising their compliance adherence and while continuing to lower their exposure to financial crime.
|
· |
An integrated risk management platform is becoming more prevalent. The ever-expanding risk landscape and sophistication of financial criminals, as well as the need to keep costs in check, creates a growing need for a single view of financial crime-related risk, thereby allowing organizations to aggregate and analyze the different detection signals coming from throughout the financial services organization. Financial institutions are seeking a single platform that aggregates all such information from across the organization, with the capabilities to analyze it, act on it and present it in a single dashboard to both operations and executives.
|
· |
The shift to the cloud – we provide a cloud offering for both Customer Engagement as well as for Financial Crime and Compliance. This allows us to provide a broader set of functionalities with the strength of our integrated offering.
|
· |
Expanding our market share in the mid-market - our cloud platforms as well as our expanded partner network and our marketing and sales organizations allow us to reach and to serve smaller organizations in a more cost effective way than in the past, significantly enhancing our market opportunity
|
· |
Adoption of artificial intelligence and automation – NICE expertise and technology in the domains of Machine Learning, Artificial Intelligence and Automation as well as our unique access to data to train these algorithms via our cloud offering, allows us to provide market leading solutions in these domains.
|
· |
Offering a unified, open, cloud platform that combines omnichannel routing, IVR, self-service, customer journey analytics, adaptive WFO and automation: NICE inContact CXone™, a global leading cloud customer experience platform.
|
· |
Offering solutions to all customer touchpoints, as well as solutions that benefit back office operations, retail branches, and self-service channels with the ability to easily connect future channels.
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· |
Offering our clients the possibility to extend our solutions through innovative third party solutions that they can self-select using our platform’s CXexchange application marketplace as part of our DEVone dedicated partner ecosystem for developers.
|
· |
Leading cloud transformation across the entire Customer Engagement portfolio for all segments and regions to enhance flexibility, agility and lower TCO.
|
· |
Providing a comprehensive suite of customer service essentials, from predictive omnichannel routing and WFO to advanced analytics based applications.
|
· |
Transforming the workforce through Adaptive Workforce Optimization (Adaptive WFO), by creating and managing agent personas through enhancement of the employee experience and engagement, in order to drive their motivation and reduce attrition.
|
· |
Leveraging artificial intelligence and advanced process automation technologies to automate customer engagement and to dramatically reduce routine employee activities, while using our advanced analytics to identify processes suitable for automation.
|
· |
Analyzing individual customer journeys and operationalizing the insights extracted to create business value in real-time for customer experience stakeholders.
|
· |
Capturing customer feedback across all touch points, driving specific insights and taking action to address the needs of Customer Experience Officers and other stakeholders in the marketing department in order to improve customer loyalty and satisfaction.
|
· |
Extending Workforce Management functionality to proactively identify and solve staffing gaps, manage agent communication and adjust schedules.
|
· |
Delivering integrated financial crime and compliance solutions that help financial services organizations to identify issues faster and earlier.
|
· |
Providing a new platform for Financial Crime and Compliance solutions with data and analytics agility, driving forward the Autonomous Financial Crime Management (AFCM) vision and our ability to cross sell solutions, leveraging Big Data, machine learning, advanced automation and other technologies to help customers reduce the cost of operations while increasing their adherence and capturing more crime.
|
· |
Leveraging our cloud based platform Essentials to expand our market reach to mid-size banks and financial institutions.
|
· |
Continuing to focus on tier 1 and tier 2 clients by providing them with solutions to meet their needs via cloud and on-premise models.
|
· |
Introducing cloud based solutions to monitor procurement, payments, and travel and expense data within organizations
|
· |
Partnering with world-class consultancy and other firms to identify additional significant opportunities.
|
· |
Increasingly selling holistic solutions, combining Financial Crime and Compliance offerings with Customer Engagement offerings.
|
· |
Offering our solutions to verticals outside of the traditional financial services, such as gaming, energy, insurance, healthcare, industry regulators, government agencies, and alternative payments providers.
|
Solution
|
Description
|
Automatic Contact Distributor and Interactive Voice Response
|
Ensure customer requests are routed to qualified agents or resolved with self-service through a skills-based omnichannel routing engine that provides a universal queue for real-time interaction management, and a consolidated interface with a seamlessly integrated IVR for routing strategies across all supported channels.
|
Personal Connection
|
Provide inside sales an easier way to attain quota by connecting with more prospects every day and customer service the ability to reduce inbound calls through personalized, low cost, and proactive outbound notifications.
|
Customer Interaction Channels
|
Enable contact centers to service customers via any channel, with extensive routing options, consolidated reporting and a state-of-the-art agent interface. Channels include inbound and outbound voice, callback, voicemail, email, chat, text/SMS, Social Media and work items. Other channels, such as video, are implemented using work items.
|
Solution
|
Description
|
CRM Integrations
|
Provide pre-built CRM integrations, such as Salesforce, and empower agents to personalize omnichannel customer service. Provide seamless, bidirectional CRM integrations with the contact center that increase agent efficiency and independence by delivering a real-time 360-degree view of the customer.
|
UCaaS Integrations
|
Provide pre-built or partner-provided integration with Unified Communication tools that enables seamless collaboration between contact center agents and experts in their organization. This easy to deploy integration provides a single solution for formal and informal contact center agents.
|
Network and Voice Connectivity Solutions
|
Provide Voice as a Service network connectivity suite that delivers flexible and reliable telephony services built specifically for the contact center. Offering a full range of telephony options, with guaranteed voice quality. Through our partnership with a leading, independent 3rd party, proactive diagnostic tools and extensive telephony expertise we guarantee voice quality based on mean opinion score (MOS).
|
APIs
|
Empower organizations to customize and integrate their contact center with other business critical solutions to create the optimal customer service environment.
|
Solution
|
Description
|
Compliance Omnichannel Recording
|
Proactively captures and retains all customer interactions across multiple touch points to help ensure compliance with government regulations, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), Security Exchange Commission Rule 17a-4, the Health Insurance Portability and Accountability Act, the Sarbanes–Oxley Act, the Payment Card Industry Data Security Standard, the Financial Services Authority and Medicare Improvements for Patients and Providers Act, the General Data Protection Regulation (GDPR) as well as with internal policies. Compliance Recording is also an invaluable tool to resolve disputes, perform investigations and verify sales, as well as provide redundancy and disaster recovery capabilities to meet business continuity requirements.
|
Trading Floor Compliance Solutions
|
Enables organizations to capture, monitor and analyze interactions and transactions in real time, in order to proactively minimize risks, detect potential regulatory breaches, counter fraudulent activities, and improve investigative capabilities. These solutions deliver comprehensive, integrated capabilities to effectively manage the complex, ongoing, high-risk exchange of interactions and transactions between traders, firms and their counterparties.
|
Communication Surveillance
|
Monitors trading activity across trading turrets, fixed and mobile phones, email, text and instant messaging, chat and social media. It automatically detects potential risks and enables compliance officers to see emerging trends, so that compliance breaches and fraud can be averted. It also enables firms to meet the requirements of the regulatory environment established with the introduction of the Dodd-Frank Act, and related rules and regulations.
|
Complaint Management
|
Enables organizations to use analytics to identify interactions at risk, and manage the process of handling the complaint.
|
Compliance and Script Adherence
|
Monitors agent interactions, searches for any phrase, at any time, and utilizes the phrases in issue resolution and training exercises. Incorporates real-time monitoring and alerting to guide towards required behaviors. Knows which calls are contained in the audio and helps ensure reading for an audit.
|
Solution
|
Description
|
Contact Center Omnichannel Recording
|
Provides comprehensive call recording technology that adapts easily to the unique operational requirements of any contact center. It supports virtually any telephony environment and hybrid networks. This enables a seamless transition during technology migrations as the contact center grows and evolves. It supports thousands of concurrent IP streams in a single platform: capturing, forwarding streams in real time, recording and archiving. It also captures non-voice interactions such as video, chat and email, and stores them in a single recording platform, ensuring regulatory adherence and standardized cross-channel workforce optimization.
|
Performance Management
|
Maps enterprise business objectives to group and individual goals, and tracks and reports performance. It also automates critical managerial activities, including employee coaching, recognition, and performance improvement, allowing front-line managers to become more effective and efficient in developing their teams. Performance Management also includes unique capabilities, such as gamification, to engage and motivate and align employees around common and personalized business goals.
|
Workforce Management
|
Forecasts an organization’s interactions load, schedules agent shifts across multiple sites with appropriate skills to manage and optimize the level of customer service resources in multi-skilled environments. It measures agent and team performance, and provides real-time change management to proactively respond to changing conditions.
|
Employee Engagement Management
|
Real-time analysis of understaffing and overstaffing combined with mobility and dynamic scheduling to facilitate agents with the flexibility required, while ensuring that a company's operational goals and KPIs are achieved. The application also allows self-management of schedules through an intuitive mobile application anytime, anywhere and on-the-go, allowing employees to perform sophisticated transactions like shift bidding and shift swaps, setting preferences, reporting absences, and receiving immediate confirmation;
|
Quality Central
|
Automates quality assurance processes and selection of calls for evaluation based on performance data. The solution facilitates root-cause evaluation, with easy drill down to interactions missing their Key Performance Indicator targets. Quality improvement is thus managed across voice, email, chat, and social media channels.
|
Nexidia Interaction Analytics
|
Analyzes large quantities of customer interactions across multiple channels in real time to identify hot topics and root causes quickly, and to produce actionable insights. These insights are then leveraged to improve processes, enhance customer experience, increase sales, reduce attrition, optimize marketing campaigns and reduce operational costs.
|
Back Office Workforce Optimization
|
Automates manual processes, integrates data from employees’ desktops, improves forecast accuracy, enables managers to view and manage resource capacity, and empowers employees to improve their own performance. It also provides tools to ensure regulatory compliance and accuracy, elevating the level of service customers receive across the entire enterprise.
|
Real-time Authentication
|
Leverages voice biometrics for authenticating customers in real time. The technology helps organizations to seamlessly enroll customers, expedites agent service, and significantly reduces the risk of fraud for all customers across voice and IVR channels
|
Call Volume Optimization
|
Leverages Big Data infrastructure and advanced predictive analytics to help organizations resolve customer needs in one contact, to predict and preempt follow-up calls, and to enable customers to effectively use self-service tools.
|
Desktop Automation
|
Automatically monitors agent activity in real time, enabling organizations to identify process bottlenecks and implement best practices. With this information, the solution navigates agents through complex processes using on-screen guidance, and automates routine tasks to shorten handle time and eliminate manual processing errors.
|
Interactive Voice Response (“IVR”) Optimization
|
The IVR Optimization solution enables customers to reduce customer effort by increasing IVR containment rate, reducing IVR repeat calls, agent transfers, drop-offs and deflections and dramatically improving call center efficiency.
|
Robotic Automation
|
Robotic solution for the automation of routine back office and contact center processes. Operated on virtual machines and monitored centrally, these robots handle end-to-end processes, essentially performing any routine task which the human user would otherwise do manually.
|
Desktop analytics
|
Monitors and collects data for every application log-in, screen navigation, mouse selection, field entry or any other activity that employees are performing on their desktop to analyze processes for weaknesses, measure concrete results and identify best practices.
|
Solution
|
Description
|
Voice of the Customer
|
Collects and analyzes comprehensive data from multiple interaction touch points and channels; analyzes interactions in real time and provides guidance on the next-best-action; proactively reaches out for customer feedback from any touch point, including text message, email, IVR, mobile app, and online forms immediately following an interaction through their channel of choice; and leverages social media analytics to monitor social networks and address customer issues. This enables companies to drive operations and deliver insights across departments by incorporating the customer’s perspective.
|
Customer Journey Optimization
|
Helps organizations optimize their overall customer interactions process across multiple touch points. The solution automatically constructs a cross-channel map of the customer journey, providing insights into trends and focus areas. It automatically assigns contact reasons to every interaction and reveals customer behavior patterns, helping to predict the customer’s next action and to respond accordingly. The solution highlights opportunities for self-service channel containment and offers real-time guidance for an improved customer experience.
|
Customer Loyalty
|
Understands the business practices and behaviors that drive customer loyalty by calculating Net Promoter Score (NPS). Simplifies the customer experience, through methods such as quicker caller identification. Attracts new customers by offering an easier path to service than the competition. Statistically determines which business processes and agent behaviors have the greatest impact on customer behavior.
|
Customer Churn
|
Analyzes historic defection data to create models for predicting future churn. Understands causes and effects of customer churn and how to design procedures to reduce the defection rate. Prioritizes at-risk customers based on search results combined with customer data. Collects information to refine retention marketing offers that are better tailored to customer types and demographics.
|
Solution
|
Description
|
Sales Performance Management
|
Provides the end-to-end ability to create, manage and distribute all aspects of a commissions program. It automates the process of commission, bonus and incentive administration, in support of any type of variable pay system that rewards employees for achieving targets aligned with the business strategy.
|
Real Time Web Personalization
|
Uses customer intelligence, predictive models and machine learning to make insightful, real-time personalization decisions during customer interactions over the Web. The solution helps organizations improve customer retention, increase online conversion rates, and deliver better service by taking the next-best-action.
|
Sales Effectiveness
|
Helps organizations optimize their campaigns. Locates and quantifies specific events by building the right metrics to align with corporate objectives such as offers made versus up-sell opportunities. Correlates data points such as customer spend and purchase history to build predictive models, prioritizing customers with a propensity to buy and create the next-best offer. Identifies high-performing agents, and bases best practices off their behavior. Establishes thresholds and works with agents, measuring performance against sales driven metrics.
|
Solution
|
Description
|
NICE Inform
|
Enables public safety agencies and organizations across various industries to capture, consolidate, synchronize and manage multimedia incident information efficiently and effectively. It captures and processes event information from a variety of media: radio and call audio, video, text, Computer-Aided Dispatch (CAD) systems, Geographic Information Systems, and others.
|
NICE Investigate
|
Automates and expedites the end-to-end collection, analysis and sharing of all digital case evidence – from Records Management Systems, CAD, interview room and emergency call audio, documents, photos, private and public CCTV, body-worn and in-car video, social media and more – to help facilitate building and clearing more cases faster.
|
Solution
|
Description
|
NICE Multimedia Recording
|
Addresses the needs of emergency communications, dispatch and air traffic control operations. The recording platform automatically records, analyzes, stores, quickly retrieves and instantly replays telephony, radio and IP voice calls, operator console screens and SMS Text-to-911. TDM and VoIP recordings can be used to ensure compliance with regulations, provide case or incident evidence, and manage and improve departmental quality and productivity.
|
NICE Inform
|
Helps emergency centers to effectively record, manage and derive valuable insights from today’s higher volume and variety of communications. It captures multimedia communications and helps manage, synchronize and put incidents into context – saving time, money and resources, while ensuring quality and compliance.
|
Solution
|
Description
|
Enterprise Risk Case Manager
|
Enables firms to better manage and mitigate organizational risk by providing a single view of risk across the business. It serves as a central platform for managing alerts, cases, investigations, link analysis, regulatory reporting, financial losses, oversight and more, across multiple lines of business, channels, products, and regions, turning them into actionable insights.
|
Robotic Process Automation (RPA)
|
Robotic Process Automation (RPA) includes attended robots that are digital assistants that live in the case manager on analysts’ desktops and collaborate with them as needed during the day. These robots can be used on demand – as for copying and pasting or navigating between systems and screens – to help analysts complete their evidence gathering processes and get to a decision point faster and more accurately. It also includes unattended robots which are a digital workforce, working 24/7 without human intervention. These robots can be used to fetch data from legacy systems and update enterprise systems so data is always in the right place when you need it. As no integrations are needed, implementations are faster and cheaper.
|
Quality Assurance
|
Actimize Quality Assurance helps risk & compliance teams create a truly closed-loop, end-to-end investigation process. With it, compliance and quality teams can collaborate in order to reduce re-opens, work more efficiently and lower risk.
|
Productivity Studio
|
Actimize Productivity Studio allows organizations to increase speed and efficiency, without compromising on accuracy. Teams are empowered to understand their productivity by seeing gaps and bottlenecks in their workflows, as well as patterns and trends in their activities.
|
Notifications & Attestations
|
With Actimize Notifications & Attestations, management and internal audit can gain oversight of their teams, ensuring everyone is aligned; teams can mitigate risk by lowering organizational and personal accountability risk; and finally, teams can improve their efficiency with quick access to all past and present notifications without leaving the case management platform.
|
Investigation Management
|
Actimize Investigation Management is an automation and discovery suite for investigators. The solution helps automate evidence gathering, so that more time is spent analyzing and assessing risks.
|
Solution
|
Description
|
|
Suspicious Activity Monitoring
|
Leverages transaction analytics to offer end-to-end coverage for detection, scoring, alerting, workflow processing and reporting of suspicious activity to make sure nothing slips through the cracks. It supports the full investigation life cycle and, with NICE’s integrated case management platform, improves staff productivity, helping meet regulatory obligations in a cost-effective manner.
|
|
Watch List Filtering
|
Provides enterprise-wide customer and transaction screening against multiple watch lists, for end-to-end sanctions list coverage. It identifies and manages sanctioned or high-risk individuals and entities, with real-time name recognition capabilities, providing customers the ability to conduct accurate name matching to prevent non-compliance occurrences.
|
|
Customer Due Diligence
|
Provides integrated risk-based rating and continuous monitoring of accounts throughout the entire customer life-cycle, from initial applicant onboarding to periodic re-screening of existing customers. It is an open, flexible platform that can adapt to unique requirements across business segments, regions, and jurisdictions.
|
|
CTR Processing and Automation
|
Provides seamless automated Currency Transaction Reporting (“CTR”) processing to ensure compliance with U.S. Bank Secrecy Act standards, and to optimize CTR processes for efficiency and cost-effectiveness. This allows for the reduction in manual intervention and errors. Built-in validation tools and flexible capabilities enhance the quality and timeliness of completed reports while letting organizations adapt to changing regulatory and business needs.
|
|
FATCA Compliance
|
Helps U.S. and non-U.S. financial institutions comply with the Foreign Account Tax Compliance Act (or FATCA), that requires foreign financial institutions and certain other non-financial foreign entities to report on the foreign assets held by their U.S. account holders). The solution helps establish a structured FATCA program from identifying U.S. owners and customers, and managing their documentation, to generating reports to meet United States Internal Revenue Service requirements. The solution enables complete life cycle assessment for FATCA-status identification, management and reporting, ensuring compliance while minimizing operational and customer impact.
|
|
AML Essentials
|
A cloud-based offering that uses the same power and experience as our enterprise solutions, with coverage that includes Transaction Monitoring, Customer Due Diligence, and Sanctions Screening, offers rapid deployment and reduces overhead to make compliance easier and at a lower total cost of ownership.
|
|
Anti-Bribery & Corruption (ABC)
|
Anti-Bribery and Corruption is a cloud-based solution that provides ongoing monitoring of procurement, payments, and travel & expense data within organizations. Based upon two decades of transactional analytics experience, Actimize ABC analyzes transactions and behavior across the organization and the supply chain, for a real-time, up to date view of their bribery and corruption risk across business, geographic, vendor and customer lines.
|
Solution
|
Description
|
ActimizeWatch
|
ActimizeWatch is a cloud-based managed services solution to optimize analytics. ActimizeWatch continuously monitors the transactional data for individual FIs to assess when analytics must be tuned, and leverages insights from a market-wide view to proactively optimize analytics for members of the service. ActimizeWatch uses machine learning analytics to assess cross-market transactional data, identify fraud patterns within individual organizations and across the market. ActimizeWatch proactively optimizes analytics using automation for quick delivery of implementation-ready models and features.
|
Fraud Essentials
|
A cloud-based offering that uses the same power and experience as our enterprise solutions. The Fraud Essentials solution serves as both a single and cross-channel solution for online banking and mobile banking channels. It can detect fraud perpetrated against enrollments, address or account-based bill payments, and inter-bank transactions such as wire, ACH, etc.
|
Card Fraud
|
Enables card issuers, acquirers and processors to detect fraudulent transactions, whether ATM, PIN, signature point-of-sale, or without a physical card. Market leading profile based behavioral analytics takes into account all available transaction, reference and location data to provide holistic coverage of card and account takeover. Solution includes the Actimize Digital & Mobile Wallet Fraud which protects customers from digital account takeover, and protects organizations from fraud liability and negative brand reputation. Monitors and protects a full range of wallet activity, including card/account provisioning, card present and not present purchases, person-to-person transfers, bill payments, and account-service events.
The Actimize Pre-Paid Card Fraud solution identifies and prevents fraud in the pre-paid sector. From ATM to point-of-sale (POS) and Card-Not-Present (CNP), all transactions can be identified, interdicted on and alerted in real time.
|
Payment Gateway Protection
|
Actimize’s Payment Gateway Protection solution provides real-time fraud monitoring for all payments transactions before they leave the banking environment to travel onto payment rails, as well as monitoring of inbound transactions. The solution applies payment level analytics that seek out anomalies in transaction patterns and flows without need for channel data.
|
Omni-channel Protection for Retail
|
Provides end-to-end protection against account takeover from online, mobile, IVR, and contact center transactions. Unique industry-leading analytic models accurately detect anomalies and patterns in real time, and Actimize open analytics offer the flexibility to develop in-house models and strategies. A central “risk hub” enables the sharing of internal and third-party data from multiple channels for fraud and cyber detection, operations, and investigations. By accurately and efficiently coordinating customer lifetime value, transaction amounts and service history, the solution optimizes fraud prevention by offering greater insight into cross-channel authentication and facilitates interdiction strategies.
|
Omni-Channel Protection for Commercial/Wholesale
|
Specifically designed to address the complexities facing commercial banks, applying targeted analytics to identify fraudulent payments among the high volume of legitimate transactions processed by commercial clients each day. The solution protects payments from origination through approval and processing, allowing organizations to interdict in real time to address suspicious activity and ensure an excellent customer experience.
|
Employee Fraud
|
Offers advanced analytic monitoring capabilities and flexible configuration options to detect fraudulent employee activity and violation of corporate policy across the enterprise, business lines, and channels. Comprehensive investigation tools are supported by multichannel data ingest, multi-country data and policy requirement configurations, secure and auditable user access levels, and automated configurable workflows, enabling banks to efficiently sift through employee audit reports and build cases to support fraudulent employee activity.
|
Deposit Account Fraud
|
Helps institutions minimize deposit fraud losses by providing comprehensive account activity monitoring. The solution analyzes risk across silos of data and lines of business, consolidates suspicious activity notifications into account and customer level alerts, and allows real-time decisioning to safely accelerate fund availability and enhance customer satisfaction.
|
Authentication-IQ
|
Manages multiple authentication methods and risk-based decisions by creating a complete customer profile, based on historical authentication activity, account servicing, and transactional behavior which is then used to identify suspicious behavior at log-in or throughout a session, producing real-time actionable risk scores. In addition, the solution manages the process of step up authentication, choosing the appropriate method, producing alerts and enabling real-time interdiction. Finally, it provides alert and case management in a unified context to prioritize investigations and optimize workflow across the enterprise.
|
Solution
|
Description
|
Institutional Trade Surveillance
|
Provides scenario management for identifying market manipulation and abuse, fair dealings with customers, and insider trading across asset classes (such as equities, fixed income, swaps and futures). It includes specific tools for desk supervision, control room surveillance, and trade reporting practices, to ensure comprehensive oversight and sales and trading compliance across all channels.
|
Retail Trade Surveillance
|
Addresses organization-wide compliance needs across a broad range of retail sales practices relating to Know Your Customer (“KYC”) and Suitability requirements. It enables local and regional branch management to effectively delegate supervision across products and provides automated desk supervision, with electronic access and sign-off on individual trades.
|
Employee Trade Surveillance
|
Detects conflicts of interest and rogue trading. It completely automates the submission, review and approval process for employees’ personal trades, including post-trade reconciliation. It analyzes transactions against rules mapped to the organization’s employee trading policies and procedures.
|
Enterprise Conflicts Management
|
Offers a unified approach to maintain controls and detect conflicts of interest before they occur on a global, enterprise-wide scale. Enables organizations to effectively manage employee requests for personal trades by evaluating details of the proposed trade in real time and automatically determining if the request should be approved, rejected, or escalated to a supervisor for approval. The solution includes detection models that compare executions with the employee’s trade request history to determine whether the trade was pre-cleared and approved and to reconcile the trade details with the terms and conditions of the approved trade request.
|
Sales Practices and Suitability
|
Provides coverage for a broad range of sales practices and issues, helping firms meet current and future global regulatory requirements and ensure investment recommendations are consistent with each client’s investment objectives and suitability profiles. It also includes a comprehensive toolset to automate sales practice compliance processes. By automating oversight and supervision, firms can ensure consistency and maintain a consolidated audit trail, lowering regulatory risk while improving productivity and efficiency.
|
Markets Surveillance Cloud (MSC)
|
Actimize Markets Surveillance Cloud (MSC) is a turnkey solution that effectively detects market manipulation and reduces false positives by enabling firms to create rules and tailor alert thresholds based on their trading activity.
|
Holistic Surveillance
|
Actimize Holistic Surveillance view puts the pieces together and NICE Actimize Holistic Surveillance allows a holistic view across both trade and communications data, proactively analyzing all trading interactions, while monitoring the full trade life cycle in conjunction with relevant news events.
|
Holistic Behavioral Analytics
|
Actimize Holistic Behavioral Analytics enables sell side, buy side, and retail brokerage firms to easily pinpoint individuals whose actions are putting their firms at risk. The solution does this by analyzing a wide range of data and identifying deviations from normal behavior. In addition, Actimize Holistic Behavioral Analytics is the natural complement to traditional analytics, allowing you to cover both sides of compliance — known and hidden threats.
|
Trade Reconstruction
|
Trade Reconstruction dramatically simplifies the reconstruction of a trade by normalizing, analyzing, indexing and correlating data across structured and unstructured data sources.
|
· |
Proactive Maintenance addresses issues before they can significantly impact our customers’ businesses. These offerings include:
|
· |
Advanced Services – Technical experts perform system-level audits to ensure ongoing compliance with operational specifications as well as specific product customizations tailored to the requirements of the customer.
|
· |
Application Performance Services – A 24/7 function that proactively monitors NICE-hosted and customer-premise environments with triage, resolution and escalation of system alarms.
|
· |
Managed Technical Services (Technical & Operation) – NICE offers a suite of managed technical & operation services that enable the customer to fully outsource all necessary responsibilities & functions required in order to manage the NICE solutions. This service includes: dedicated onsite and remote support engineers, system management, system operation, updates and upgrades.
|
Name of Subsidiary
|
Country of Incorporation or Residence
|
|
Nice Systems Australia PTY Ltd.
|
Australia
|
|
NICE Systems Technologies Brasil LTDA
|
Brazil
|
|
NICE Systems Canada Ltd.
|
Canada
|
|
Nice Systems China Ltd.
|
China
|
|
Nice France S.A.R.L.
|
France
|
|
NICE Systems GmbH
|
Germany
|
|
NICE APAC Ltd.
|
Hong Kong
|
|
NICE Systems Kft
|
Hungary
|
|
Nice Interactive Solutions India Private Ltd.
|
India
|
|
Nice Technologies Ltd.
|
Ireland
|
|
Actimize Ltd.
|
Israel
|
|
Nice Japan Ltd.
|
Japan
|
|
NICE Technologies Mexico S.R.L.
|
Mexico
|
|
NICE Netherlands B.V.
|
Netherlands
|
|
Nice Systems (Singapore) Pte. Ltd.
|
Singapore
|
|
Nice Switzerland AG
|
Switzerland
|
|
Actimize UK Limited
|
United Kingdom
|
|
NICE Systems Technologies UK Limited
|
United Kingdom
|
|
NICE Systems UK Ltd.
|
United Kingdom
|
|
Actimize Inc.
|
United States
|
|
Nice Systems Inc.
|
United States
|
|
Nice Systems Latin America, Inc.
|
United States
|
|
Nice Systems Technologies Inc.
|
United States
|
|
Nexidia Inc. |
United States
|
|
inContact Inc.
|
United States
|
|
inContact Bolivia S.R.L.
|
Bolivia
|
|
inContact Philippines Inc.
|
Philippines
|
· |
Our North American headquarters in Hoboken, New Jersey, occupies approximately 60,000 square feet. We consolidated our North American locations into this one office location in November 2016, and we sub-leased our two former facilities in New Jersey and New York for the remainder of their respective lease terms through 2023 and 2021, respectively;
|
· |
Our EMEA headquarters in London, occupies approximately 22,500 square feet (of which 5,543 square feet are sub-leased for a term ending in 2023), and includes an office space and lab; and
|
· |
Our APAC headquarters in Singapore occupies approximately 8,000 square feet and is used as office space.
|
o |
Salt Lake City, Utah – an office that occupies approximately 128,000 square feet and includes office space and training facilities;
|
o |
Atlanta, Georgia – two offices that occupy together approximately 40,000 square feet and are used as office space and a lab; and
|
· |
Our APAC facilities are located in Pune, India - occupies approximately 108,000 square feet and includes a research and development and service center. There are also additional APAC offices located in Bangalore, Manila, Hong Kong and Tokyo.
|
· |
Level 1 - Valuations based on quoted prices in active markets for identical assets that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
|
· |
Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
· |
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
2015
|
2016
|
2017
|
||||||||||
Revenues
|
||||||||||||
Products
|
34.3
|
%
|
30.2
|
%
|
23.9
|
%
|
||||||
Services
|
61.8
|
61.4
|
49.0
|
|||||||||
Cloud
|
3.9
|
8.4
|
27.1
|
|||||||||
100.0
|
100.0
|
100.0
|
||||||||||
Cost of revenues
|
||||||||||||
Products
|
7.2
|
5.2
|
3.8
|
|||||||||
Services
|
24.0
|
24.6
|
16.9
|
|||||||||
Cloud
|
1.6
|
3.5
|
14.5
|
|||||||||
32.8
|
33.3
|
35.2
|
||||||||||
Gross profit
|
67.2
|
66.7
|
64.8
|
|||||||||
Operating expenses
|
||||||||||||
Research and development, net
|
13.9
|
13.9
|
13.6
|
|||||||||
Selling and marketing
|
24.4
|
26.4
|
27.1
|
|||||||||
General and administrative
|
9.8
|
11.5
|
9.7
|
|||||||||
Amortization of acquired intangibles
|
1.3
|
1.7
|
3.1
|
|||||||||
Total operating expenses
|
49.3
|
53.5
|
53.5
|
|||||||||
Operating income
|
17.9
|
13.2
|
11.3
|
|||||||||
Financial income (expense), net
|
0.7
|
1.1
|
(1.5
|
)
|
||||||||
Other expenses, net
|
(0.1
|
)
|
(0.1
|
)
|
-
|
|||||||
Income before taxes
|
18.5
|
14.2
|
9.8
|
|||||||||
Taxes on income (tax benefits)
|
3.3
|
2.1
|
(1.0
|
)
|
||||||||
Net income from continuing operations
|
15.2
|
12.1
|
10.8
|
|||||||||
Income (loss) from discontinued operations
|
16.4
|
(0.8
|
)
|
-
|
||||||||
Taxes on income (tax benefits) from discontinued operations
|
3.7
|
(0.2
|
)
|
-
|
||||||||
Net income (loss) from discontinued operations
|
12.7
|
(0.6
|
)
|
-
|
||||||||
Net income
|
27.9
|
11.5
|
10.8
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2016
|
2017
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Product revenues
|
$
|
306.2
|
$
|
318.9
|
$
|
12.7
|
4.1
|
%
|
||||||||
Service revenues
|
623.8
|
652.1
|
28.3
|
4.5
|
||||||||||||
Cloud revenues
|
85.5
|
361.2
|
275.7
|
322.4
|
||||||||||||
Total revenues
|
$
|
1,015.5
|
$
|
1,332.2
|
$
|
316.7
|
31.2
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2016
|
2017
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
United States, Canada and Central and South America (“Americas”)
|
$
|
720.5
|
$
|
1,035.9
|
$
|
315.4
|
43.8
|
%
|
||||||||
Europe, the Middle East and Africa (“EMEA”)
|
193.5
|
190.0
|
(3.5
|
)
|
(1.8
|
)
|
||||||||||
Asia-Pacific (“APAC”)
|
101.5
|
106.3
|
4.8
|
4.7
|
||||||||||||
Total revenues
|
$
|
1,015.5
|
$
|
1,332.2
|
$
|
316.7
|
31.2
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2016
|
2017
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Cost of product revenues
|
$
|
53.0
|
$
|
51.1
|
$
|
(1.9
|
)
|
(3.6
|
)%
|
|||||||
Cost of service revenues
|
250.0
|
225.0
|
(25
|
)
|
(10
|
)
|
||||||||||
Cost of cloud revenues
|
34.7
|
192.6
|
157.9
|
455
|
||||||||||||
Total cost of revenues
|
$
|
337.7
|
$
|
468.7
|
$
|
131
|
38.8
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2016
|
2017
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Gross profit on product revenues
|
$
|
253.2
|
$
|
267.9
|
$
|
14.7
|
5.8
|
%
|
||||||||
as a percentage of product revenues
|
82.7
|
%
|
84.0
|
%
|
||||||||||||
Gross profit on service revenues
|
$
|
373.8
|
$
|
427.0
|
53.2
|
14.2
|
||||||||||
as a percentage of service revenues
|
59.9
|
%
|
65.5
|
%
|
||||||||||||
Gross profit on cloud revenues
|
$
|
50.8
|
$
|
168.6
|
117.8
|
231.9
|
||||||||||
as a percentage of cloud revenues
|
59.4
|
%
|
46.7
|
%
|
||||||||||||
Total gross profit
|
$
|
677.8
|
$
|
863.5
|
$
|
185.7
|
27.4
|
%
|
||||||||
as a percentage of total revenues
|
66.7
|
%
|
64.8
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2016
|
2017
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Research and development, net
|
$
|
141.5
|
$
|
181.1
|
$
|
39.6
|
28.0
|
%
|
||||||||
Selling and marketing
|
268.3
|
361.3
|
93.0
|
34.7
|
||||||||||||
General and administrative
|
116.6
|
129.1
|
12.5
|
10.7
|
||||||||||||
Amortization of acquired intangible assets
|
$
|
17.2
|
$
|
41.9
|
$
|
24.7
|
143.6
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2016
|
2017
|
Dollar Change
|
Percentage Change
|
|||||||||||||
Financial income (expense), net
|
$
|
10.8
|
$
|
(20.4
|
)
|
$
|
(31.2
|
)
|
(288.9
|
)%
|
||||||
Other expenses, net
|
0.5
|
-
|
(0.5
|
)
|
(100
|
)%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2015
|
2016
|
Dollar Change
|
Percentage Change
|
|||||||||||||
Product revenues
|
$
|
317.9
|
$
|
306.2
|
$
|
(11.7
|
)
|
(3.7
|
)%
|
|||||||
Service revenues
|
609.0
|
709.3
|
100.3
|
16.5
|
||||||||||||
Total revenues
|
$
|
926.9
|
$
|
1,015.5
|
$
|
88.6
|
9.6
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2015
|
2016
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
United States, Canada and Central and South America (“Americas”)
|
$
|
630.1
|
$
|
720.5
|
$
|
90.4
|
14.4
|
%
|
||||||||
Europe, the Middle East and Africa (“EMEA”)
|
196.9
|
193.5
|
(3.4
|
)
|
(1.7
|
)
|
||||||||||
Asia-Pacific (“APAC”)
|
99.9
|
101.5
|
1.6
|
1.6
|
||||||||||||
Total revenues
|
$
|
926.9
|
$
|
1,015.5
|
$
|
88.6
|
9.6
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2015
|
2016
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Cost of product revenues
|
$
|
66.4
|
$
|
53.0
|
$
|
(13.4
|
)
|
(20.2
|
)%
|
|||||||
Cost of service revenues
|
237.2
|
284.7
|
47.5
|
20.0
|
||||||||||||
Total cost of revenues
|
$
|
303.6
|
$
|
337.7
|
$
|
34.1
|
11.2
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2015
|
2016
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Gross profit on product revenues
|
$
|
251.5
|
$
|
253.2
|
$
|
1.7
|
0.7
|
%
|
||||||||
as a percentage of product revenues
|
79.1
|
%
|
82.7
|
%
|
||||||||||||
Gross profit on service revenues
|
371.8
|
424.6
|
52.8
|
14.2
|
%
|
|||||||||||
as a percentage of service revenues
|
61.0
|
%
|
59.9
|
%
|
||||||||||||
Total gross profit
|
$
|
623.3
|
$
|
677.8
|
$
|
54.5
|
8.7
|
%
|
||||||||
as a percentage of total revenues
|
67.2
|
%
|
66.7
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2015
|
2016
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Research and development, net
|
$
|
128.5
|
$
|
141.5
|
$
|
13.0
|
10.2
|
%
|
||||||||
Selling and marketing
|
225.8
|
268.3
|
42.5
|
18.8
|
||||||||||||
General and administrative
|
90.4
|
116.6
|
26.2
|
29.0
|
||||||||||||
Amortization of acquired intangible assets
|
12.5
|
17.2
|
4.7
|
37.5
|
%
|
Years Ended December 31,
(U.S. dollars in millions)
|
||||||||||||||||
2015
|
2016
|
Dollar
Change
|
Percentage
Change
|
|||||||||||||
Financial income, net
|
$
|
5.7
|
$
|
10.8
|
$
|
5.1
|
89.5
|
%
|
||||||||
Other expenses, net
|
0.4
|
0.5
|
0.1
|
25
|
%
|
|
Payments Due by Period
|
|||||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1 year
|
1- 3 years
|
3-5 years
|
More than 5 years
|
|||||||||||||||
Long-term debt obligations, including estimated interest *
|
526,622
|
218,785
|
11,352
|
7,188
|
289,297
|
|||||||||||||||
Operating Leases
|
97,378
|
18,626
|
32,127
|
27,593
|
19,392
|
|||||||||||||||
Unconditional Purchase Obligations
|
31,773
|
20,646
|
10,924
|
203
|
-
|
|||||||||||||||
Severance Pay**
|
17,250
|
|||||||||||||||||||
Total Contractual Cash Obligations
|
673,383
|
258,057
|
54,403
|
34,984
|
308,689
|
|||||||||||||||
Uncertain Income Tax Positions ***
|
43,984
|
*
|
Long-term debt obligations mainly include senior exchangeable notes and long-term loan as disclosed in Note 14 to our Consolidated Financial Statements.
|
**
|
Severance pay relates to accrued obligations to employees as required under applicable labor laws. These obligations are payable only upon termination, retirement or death of the respective employees.
|
***
|
Uncertain income tax positions under ASC 740 are due upon settlement and we are unable to reasonably estimate the ultimate amount or timing of settlement. See Note 12(i) of our Consolidated Financial Statements for further information regarding our liability under ASC 740.
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||||
Other Commercial Commitments
|
Total
Amounts Committed
|
Less
than 1 year
|
1- 3 years
|
3-5 years
|
More
than 5 years
|
|||||||||||||||
Guarantees – Continuing operations
|
4,792,805
|
4,202,626
|
400,673
|
189,506
|
-
|
|||||||||||||||
Guarantees – Discontinued operations*
|
19,488,497
|
18,324,591
|
1,163,906
|
-
|
-
|
|||||||||||||||
Total Guarantees
|
24,281,302
|
22,527,217
|
1,564,579
|
189,506
|
--
|
Name
|
Age
|
Position
|
Audit Committee Member
|
Compensation Committee Member
|
Internal Audit Committee Member
|
Mergers and Acquisitions Committee Member
|
Nominations Committee Member
|
Outside Director*
|
David Kostman
|
53
|
Chairman of the Board of Directors
|
X
|
X
|
X
|
|||
Rimon Ben-Shaoul
|
73
|
Director
|
X
|
X
|
||||
Dan Falk
|
73
|
Director
|
X
|
X
|
X
|
X
|
X
|
X
|
Yocheved Dvir
|
65
|
Director
|
X
|
X
|
X
|
X
|
||
Yehoshua Ehrlich
|
68
|
Director
|
X
|
|||||
Leo Apotheker
|
64
|
Director
|
X
|
X
|
||||
Joe Cowan
|
69
|
Director
|
X
|
X
|
||||
Zehava Simon
|
59
|
Director
|
X
|
X
|
X
|
X
|
Name
|
Age
|
Position
|
42
|
Chief Executive Officer
|
|
Miki Migdal
|
57
|
President, Enterprise Product Group
|
Joseph Friscia
|
63
|
President, NICE-Actimize
|
Paul Jarman
|
48
|
Chief Executive Officer, inContact
|
Beth Gaspich
|
52
|
Chief Financial Officer
|
Eran Liron
|
50
|
Executive Vice President, Marketing and Corporate Development
|
Barry Cooper
|
47
|
Chief Operating Officer
|
Tali Mirsky
|
45
|
Corporate Vice President, General Counsel and Corporate Secretary
|
Hagit Ynon
|
46
|
Corporate Vice President, Finance
|
(1) |
Salary Costs. Salary Costs include gross salary, benefits and perquisites, including those mandated by applicable law which may include, to the extent applicable to each Covered Executive, payments, contributions and/or allocations for pension, severance, vacation, travel and accommodation, car or car allowance, medical insurances and risk insurances (e.g., life, disability, accidents), phone, convalescence pay, relocation, payments for social security, and other benefits consistent with the Company's guidelines.
|
(2) |
Bonus Costs. Bonus Costs represent bonuses granted to the Covered Executive with respect to the year ended December 31, 2017, paid in accordance with the Company's performance-based bonus plan or as detailed in footnotes below.
|
(3) |
Equity Costs. Represents the expense recorded in our financial statements for the year ended December 31, 2017, with respect to equity granted in 2017 and in previous years (if applicable). For assumptions and key variables used in the calculation of such amounts see Note 13b of our audited Consolidated Financial Statements.
|
i. |
Barak Eilam – CEO. Salary Costs - $788; Bonus Costs - $1,257; Equity Costs - $1,913 expense recorded in 2017 for equity granted in 2017 and $2,313 expense recorded in 2017 for equity granted in previous years.
|
ii. |
Paul Jarman – CEO, inContact. Salary Costs - $424; Bonus Costs - $367; Equity Costs - $2,352 expense recorded in 2017 for equity granted in 2017 and $793 expense recorded in 2017 for equity granted in previous years.
|
iii. |
Yaron Hertz – President, NICE Americas. Salary Costs - $386; Bonus Costs - $437 and $997 expense recorded in 2017 for equity granted in 2017 and $161 expense recorded in 2017 for equity granted in previous years.
|
iv. |
Joseph Friscia – President, NICE Actimize. Salary Costs - $437; Bonus Costs - $438; Equity Costs - $694 expense recorded in 2017 for equity granted in 2017 and $692 expense recorded in 2017 for equity granted in previous years.
|
v. |
Miki Migdal –President, NICE Enterprise Product Group. Salary Costs - $457; Bonus Costs - $406; Equity Costs - $543 expense recorded in 2017 for equity granted in 2017 and $608 expense recorded in 2017 for equity granted in previous years.
|
· |
the majority of shares voted at the meeting shall include at least a majority of the shares of non-controlling shareholders present at the meeting and voting on the matter (without taking into account the votes of the abstaining shareholders); or
|
· |
the total number of shares of non-controlling shareholders voted against the election of the outside directors does not exceed two percent of the aggregate voting rights in the company.
|
At December 31,
|
||||||||||||
Category of Activity
|
2015
|
2016*
|
|
2017
|
||||||||
Operations
|
107
|
66
|
67
|
|||||||||
Customer Support
|
1,374
|
1,928
|
2,028
|
|||||||||
Sales & Marketing
|
682
|
1,069
|
1,169
|
|||||||||
Research & Development
|
801
|
1,294
|
1,396
|
|||||||||
General & Administrative
|
352
|
573
|
548
|
|||||||||
Total
|
3,316
|
4,930
|
5,208
|
|||||||||
Geographic Location
|
||||||||||||
Israel
|
946
|
944
|
913
|
|||||||||
Americas
|
1,263
|
2,544
|
2,557
|
|||||||||
Europe
|
564
|
530
|
510
|
|||||||||
Asia Pacific
|
543
|
912
|
1,228
|
|||||||||
Total
|
3,316
|
4,930
|
5,208
|
Name and Address
|
Number of Shares
|
Percent of Shares Beneficially Owned (1)
|
||||||
Janus Henderson Group plc
201 Bishopsgate EC2M 3AE
United Kingdom
|
4,947,800
|
(2)
|
8.1
|
%
|
||||
Massachusetts Financial Services Company
111 Huntington Avenue
|
4,594,141
|
(3)
|
7.5
|
%
|
ADSs
|
||||||||
High
|
Low
|
|||||||
Annual
|
||||||||
2013
|
$
|
42.12
|
$
|
33.63
|
||||
2014
|
51.75
|
37.08
|
||||||
2015
|
68.38
|
47.95
|
||||||
2016
|
69.79
|
54.12
|
||||||
2017
|
92.33
|
65.59
|
||||||
Quarterly
|
||||||||
Quarterly 2017
|
||||||||
First Quarter
|
$
|
70.84
|
$
|
65.59
|
||||
Second Quarter
|
81.16
|
66.57
|
||||||
Third Quarter
|
83.95
|
73.65
|
||||||
Fourth Quarter
|
92.33
|
78.49
|
||||||
Quarterly 2018
|
||||||||
First Quarter (through March 29, 2018)
|
98.48
|
84.49
|
||||||
Monthly
|
||||||||
September 2017
|
$
|
83.95
|
$
|
77.24
|
||||
October 2017
|
83.78
|
78.49
|
||||||
November 2017
|
88.52
|
81.35
|
||||||
December 2017
|
92.33
|
86.01
|
||||||
January 2018
|
95.65
|
90.36
|
||||||
February 2018
|
98.06
|
84.49
|
||||||
March 2018 (through March 29, 2018)
|
98.48
|
89.28
|
Ordinary Shares | ||||||||||||||||
High |
Low
|
|||||||||||||||
NIS |
$
|
NIS
|
$
|
|||||||||||||
Annual
|
||||||||||||||||
2013
|
149.10
|
42.21
|
122.10
|
33.27
|
||||||||||||
2014
|
203.30
|
51.94
|
130.60
|
36.90
|
||||||||||||
2015
|
262.6
|
68.76
|
189.4
|
47.95
|
||||||||||||
2016
|
268.0
|
69.76
|
207.2
|
53.29
|
||||||||||||
2017
|
320.4
|
92.28
|
239.3
|
65.58
|
||||||||||||
Quarterly 2017
|
||||||||||||||||
First Quarter
|
269.5
|
71.19
|
239.3
|
65.58
|
||||||||||||
Second Quarter
|
288.7
|
81.44
|
240.9
|
66.66
|
||||||||||||
Third Quarter
|
289.9
|
82.48
|
263.4
|
73.36
|
||||||||||||
Fourth Quarter
|
320.4
|
280.9
|
79.86
|
|||||||||||||
Quarterly 2018
|
||||||||||||||||
First Quarter
|
||||||||||||||||
Monthly
|
||||||||||||||||
September 2017
|
289.9
|
82.48
|
274.9
|
76.45
|
||||||||||||
October 2017
|
293.4
|
83.59
|
280.9
|
79.86
|
||||||||||||
November 2017
|
311.0
|
88.76
|
281.7
|
80.35
|
||||||||||||
December 2017
|
320.4
|
92.28
|
306.3
|
86.73
|
||||||||||||
January 2018
|
326.0
|
95.13
|
308.1
|
90.04
|
||||||||||||
February 2018
|
||||||||||||||||
March 2018 (through March 29, 2018)
|
· |
the securities issued amount to 20% or more of the company’s outstanding voting rights before the issuance;
|
· |
some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and
|
· |
the transaction will increase the relative holdings of a shareholder that holds 5% or more of the company’s outstanding share capital or voting rights or that will cause any person to become, as a result of the issuance, a holder of more than 5% of the company’s outstanding share capital or voting rights.
|
· |
a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable grounds to assume that his act would not prejudice our interests,
|
· |
a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 5728-1968, as amended (the "Securities Law") and Litigation Expenses (as defined below) that the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, and
|
· |
any other event, occurrence or circumstance in respect of which we may lawfully insure an office holder.
|
· |
a monetary liability imposed on or incurred by an office holder pursuant to a judgment in favor of another person, including a judgment imposed on such office holder in a settlement or in an arbitration decision that was approved by a court of law;
|
· |
reasonable Litigation Expenses, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent (mens rea) or in connection with a financial sanction;
|
· |
“conclusion of a proceeding without filing an indictment” in a matter in which a criminal investigation has been instigated and “financial liability in lieu of a criminal proceeding,” have the meaning ascribed to them under the Israeli Companies Law. The term “Litigation Expenses” shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations paid or incurred by an office holder in connection with investigating, defending, being a witness or participating in (including on appeal), or preparing to defend, be a witness or participate in any claim or proceeding relating to any matter for which indemnification may be provided;
|
· |
reasonable Litigation Expenses, which the office holder incurred or with which the office holder was charged by a court of law, in a proceeding brought against the office holder, by the Company, on its behalf or by another person, or in a criminal prosecution in which the office holder was acquitted, or in a criminal prosecution in which the office holder was convicted of an offense that does not require proof of criminal intent (mens rea);
|
· |
a payment which the office holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law, and Litigation Expenses that the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law; and
|
· |
any other event, occurrence or circumstance in respect of which we may lawfully indemnify an office holder.
|
· |
a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
· |
a breach by the office holder of his duty of care if the breach was done intentionally or recklessly (other than if solely done in negligence);
|
· |
a fine, civil fine or ransom levied on an Office Holder, or a financial sanction imposed upon an Office Holder under Israeli Law.
|
· |
A reduced flat corporate tax rate for industrial enterprises, provided that more than 25% of their annual income was derived from export. In 2016 the reduced tax rate was 16% for industrial facilities located in Israel (except for Development Area A).
|
· |
The reduced tax rates applied on “Preferred Income” were not contingent upon making a minimum qualifying investment in productive assets.
|
· |
A reduced dividend withholding tax rate of 15% for tax year 2013, and 20% for tax year 2014 and thereafter on dividends paid from Preferred Income to both Israeli and non-Israeli investors, with an exemption from such withholding tax applying to dividends paid to an Israeli company.
|
· |
A reduced 12% corporate tax rate (or 7.5% for entities located in Development Area A) on qualifying income deriving from eligible intellectual property (“Preferred Technology Income”), subject to a number of base conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from export.
|
· |
A 12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident at an amount of NIS 200 Million or more.
|
· |
A withholding tax rate of 20% for dividends paid from Preferred Technology Income (with an exemption from such withholding tax applying to dividends paid to an Israeli company). Such rate may be reduced to 4% on dividends paid to a foreign resident company, subject to certain conditions regarding percentage of foreign ownership of the distributing entity.
|
· |
deductions over a three-year period of expenses involved with the issuance and listing of shares on a stock market;
|
· |
the right to elect, under specified conditions, to file a consolidated tax return with other related Israeli Industrial Companies; and
|
· |
investors that will hold the ADSs as part of a hedging or conversion transaction or as a position in a straddle or a part of a synthetic security or other integrated transaction for U.S. Federal income tax purposes;
|
· |
investors that are treated as partnerships or other pass through entities for U.S. Federal income tax purposes and persons who hold the ADSs through partnerships or other pass through entities;
|
· |
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
|
(a) |
a court within the United States is able to exercise primary supervision over administration of the trust; and
|
(b) |
one or more United States persons have the authority to control all substantial decisions of the trust.
|
Functional currencies
|
||||||||||||||||||||||||||||||||||||
(In U.S. dollars in millions)
|
||||||||||||||||||||||||||||||||||||
|
USD
|
GBP
|
EUR
|
CAD
|
MXN
|
AUD
|
BRL
|
SGD
|
Other currencies
|
|||||||||||||||||||||||||||
Foreign currencies
|
||||||||||||||||||||||||||||||||||||
USD
|
-
|
12.1
|
(0.8
|
)
|
(2.9
|
)
|
1.9
|
1.2
|
(2.4
|
)
|
(1.3
|
)
|
-
|
|||||||||||||||||||||||
GBP
|
10.7
|
-
|
(0.0
|
)
|
-
|
-
|
-
|
-
|
(0.0
|
)
|
-
|
|||||||||||||||||||||||||
EUR
|
6.8
|
20.9
|
-
|
-
|
-
|
-
|
-
|
(0.0
|
)
|
-
|
||||||||||||||||||||||||||
CAD
|
2.4
|
0.3
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
AUD
|
3.3
|
(0.0
|
)
|
-
|
-
|
-
|
-
|
-
|
(0.0
|
)
|
-
|
|||||||||||||||||||||||||
MXN
|
2.7
|
0.0
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
CHF
|
(0.1
|
)
|
0.4
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
JPY
|
1.3
|
(0.0
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
INR
|
(6.3
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
SGD
|
(4.2
|
)
|
0.1
|
-
|
-
|
-
|
0.0
|
-
|
-
|
-
|
||||||||||||||||||||||||||
HKD
|
(3.3
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.0
|
)
|
-
|
|||||||||||||||||||||||||
ILS
|
(3.0
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
Other currencies
|
0.1
|
0.0
|
-
|
-
|
-
|
-
|
-
|
(0.4
|
)
|
) (0.0
|
)
|
(In U.S. dollars in millions)
|
||||||||||||
New Israeli Shekel
|
Other currencies
|
Total
|
||||||||||
Less than 1 year
|
5.70
|
0.88
|
6.58
|
|||||||||
1-3 years
|
10.74
|
1.55
|
12.29
|
|||||||||
3-5 years
|
10.74
|
1.37
|
12.11
|
|||||||||
Over 5 years
|
-
|
2.75
|
2.75
|
|||||||||
Total
|
27.18
|
6.55
|
33.73
|
Currency
|
Total amount
|
Interest rate
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023 & thereafter
|
||||||||||||||||||||||||
(U.S. dollars in millions)
|
||||||||||||||||||||||||||||||||
Fixed Rate:
|
||||||||||||||||||||||||||||||||
USD
|
$
|
287,500
|
1.25
|
%
|
$
|
287,500
|
||||||||||||||||||||||||||
Floating Rate:
|
||||||||||||||||||||||||||||||||
USD
|
215,000
|
3.30
|
%
|
215,000
|
||||||||||||||||||||||||||||
Total:
|
502,500
|
$
|
215,000
|
$
|
287,500
|
|||||||||||||||||||||||||||
Debt issuance costs, net of amortization
|
(8,668
|
)
|
||||||||||||||||||||||||||||||
Unamortized discount
|
(46,190
|
)
|
||||||||||||||||||||||||||||||
Total:
|
$
|
447,642
|
Amortized Cost
|
Estimated fair value
|
|||||||||||||||||||||||||||||||
Up to 1 year
|
1-3 years
|
4-5 years
|
Total
|
Up to 1 year
|
1-3 years
|
4-5 years
|
Total
|
|||||||||||||||||||||||||
Corporate debentures
|
63.0
|
122.5
|
4.3
|
189.8
|
63.0
|
121.8
|
4.2
|
189.0
|
||||||||||||||||||||||||
U.S. treasuries
|
-
|
-
|
7.0
|
-
|
-
|
6.8
|
6.8
|
|||||||||||||||||||||||||
U.S. government agencies
|
1.0
|
-
|
-
|
1.0
|
1.0
|
-
|
-
|
1.0
|
||||||||||||||||||||||||
Total
|
64.0
|
122.5
|
11.3
|
197.8
|
64.0
|
121.8
|
11.0
|
196.8
|
· |
a fee of up to $0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);
|
· |
a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary's or its custodian's compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);
|
· |
cable, telex and facsimile transmission and delivery charges incurred at the request of an ADR holder in connection with the deposit or delivery of shares;
|
· |
transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;
|
· |
in connection with the conversion of foreign currency into U.S. dollars, the fees, expenses and other charges charged by JPMorgan Chase Bank, N.A. or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and
|
· |
fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage or execute any public or private sale of securities under the deposit agreement.
|
Services Rendered
|
2016 Fees
|
2017 Fees
|
||||||
Audit (1)
|
$
|
799,489
|
$
|
953,414
|
||||
Audit-related (2)
|
$
|
560,123
|
$
|
197,097
|
||||
Tax (3)
|
$
|
190,761
|
$
|
650,119
|
||||
Total
|
$
|
1,550,373
|
$
|
1,800,630
|
(1)
|
Audit fees refer to audit services for each of the years shown in this table which include fees associated with the annual audit for each of 2016 and 2017 (including an audit in each such year in accordance with section 404 of the Sarbanes-Oxley Act), certain procedures regarding our quarterly financial results submitted on Form 6-K, consultations concerning financial accounting and various accounting issues and performance of local statutory audits.
|
(2)
|
Audit-related fees relate to assurance and associated services that traditionally are performed by the independent auditor, which include due diligence investigations and audit services related to other statutory or regulatory filings, mainly those related to mergers and acquisitions.
|
(3)
|
Tax fees refer to professional services rendered by our auditors, which include tax compliance, tax advice on actual or contemplated transactions, tax consulting associated with transfer pricing and global mobility of employees.
|
Period
|
(a) Total number of shares purchased
|
(b) Average price paid per share
|
(c) Total number of shares purchased as part of publicly announced plans or programs
|
(d) Maximum number (or approximately dollar value) of shares that may yet be purchased under the plans or programs
|
||||||||||||
|
(In U.S. dollars, except share amounts)
|
|||||||||||||||
|
||||||||||||||||
January 1 – January 31
|
2,226
|
66.54
|
2,226
|
161,438,536
|
||||||||||||
February 1 - February 28
|
9,900
|
68.89
|
9,900
|
160,756,528
|
||||||||||||
March 1 - March 31
|
127,723
|
67.65
|
127,723
|
152,115,637
|
||||||||||||
April 1 - April 30
|
96,922
|
67.80
|
96,922
|
145,544,524
|
||||||||||||
May 1 - May 31
|
-
|
-
|
145,544,524
|
|||||||||||||
June 1 - June 30
|
-
|
-
|
145,544,524
|
|||||||||||||
July 1 - July 31
|
-
|
-
|
145,544,524
|
|||||||||||||
August 1 - August 31
|
56,181
|
75.94
|
56,181
|
141,277,914
|
||||||||||||
September 1 - September 30
|
-
|
-
|
141,277,914
|
|||||||||||||
October 1 - October 31
|
-
|
-
|
141,277,914
|
|||||||||||||
November 1 - November 30
|
48,825
|
84.24
|
48,825
|
137,165,086
|
||||||||||||
December 1 - December 31
|
-
|
-
|
137,165,086
|
|||||||||||||
Total
|
341,777
|
71.45
|
341,777
|
Exhibit No.
|
Description
|
||
2.1
|
Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to NICE Ltd.’s Registration Statement on Form F-1 (Registration No. 333-99640) filed with the SEC on December 29, 1995, and incorporated herein by reference).
|
||
101 |
The following financial information from NICE Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2017 and 2016; (ii) Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015; (iii) Statements of Changes in Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015; (iv) Consolidated Statements of Cash Flows for the
years ended December 31, 2017, 2016 and 2015; and (v) Notes to Consolidated Financial Statements.
|
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
2016
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
328,302
|
$
|
157,026
|
||||
Short-term investments
|
63,951
|
30,287
|
||||||
Trade receivables (net of allowance for doubtful accounts of $ 9,554 and $ 7,499 at December 31, 2017 and 2016, respectively)
|
230,729
|
260,220
|
||||||
Prepaid expenses and other current assets
|
70,074
|
61,700
|
||||||
Total current assets
|
693,056
|
509,233
|
||||||
LONG-TERM ASSETS:
|
||||||||
Long-term investments
|
132,820
|
98,726
|
||||||
Other long-term assets
|
19,496
|
18,701
|
||||||
Property and equipment, net
|
118,275
|
87,678
|
||||||
Deferred tax assets
|
11,850
|
14,093
|
||||||
Other intangible assets, net
|
551,347
|
618,735
|
||||||
Goodwill
|
1,318,242
|
1,284,710
|
||||||
Total long-term assets
|
2,152,030
|
2,122,643
|
||||||
Total assets
|
$
|
2,845,086
|
$
|
2,631,876
|
2016
|
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current maturities of long-term loan
|
$
|
-
|
$
|
21,164
|
||||
Trade payables
|
29,438
|
25,634
|
||||||
Deferred revenues and advances from customers
|
184,564
|
149,801
|
||||||
Accrued expenses and other liabilities
|
309,350
|
276,211
|
||||||
Total current liabilities
|
523,352
|
472,810
|
||||||
LONG-TERM LIABILITIES:
|
||||||||
Deferred revenues and advances from customers
|
37,550
|
22,710
|
||||||
Accrued severance pay
|
17,250
|
16,885
|
||||||
Deferred tax liabilities
|
57,796
|
146,952
|
||||||
Long-term loan
|
447,642
|
444,016
|
||||||
Other long-term liabilities
|
11,935
|
17,171
|
||||||
Total long-term liabilities
|
572,173
|
647,734
|
||||||
COMMITMENTS AND CONTINGENT LIABILITIES
|
||||||||
SHAREHOLDERS' EQUITY:
|
||||||||
Share capital-
|
||||||||
Ordinary shares of NIS 1 par value:
|
||||||||
Authorized: 125,000,000 shares at December 31, 2017 and 2016; Issued: 73,455,167 and 72,323,566 shares at December 31, 2017 and 2016, respectively; Outstanding: 60,925,954 and 59,988,783 shares at December 31, 2017 and 2016, respectively
|
18,595
|
18,280
|
||||||
Additional paid-in capital
|
1,420,813
|
1,317,539
|
||||||
Treasury shares at cost – 12,529,213 and 12,334,783 Ordinary shares at December 31, 2017 and 2016, respectively
|
(507,705
|
)
|
(488,573
|
)
|
||||
Accumulated other comprehensive loss
|
(32,914
|
)
|
(46,824
|
)
|
||||
Retained earnings
|
850,772
|
710,910
|
||||||
Total shareholders' equity
|
1,749,561
|
1,511,332
|
||||||
Total liabilities and shareholders' equity
|
$
|
2,845,086
|
$
|
2,631,876
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Revenues:
|
||||||||||||
Products
|
$
|
318,946
|
$
|
306,252
|
$
|
317,900
|
||||||
Services
|
652,040
|
623,783
|
573,033
|
|||||||||
Cloud
|
361,166
|
85,507
|
35,934
|
|||||||||
Total revenues
|
1,332,152
|
1,015,542
|
926,867
|
|||||||||
Cost of revenues:
|
||||||||||||
Products
|
51,065
|
53,032
|
66,363
|
|||||||||
Services
|
225,020
|
250,022
|
222,784
|
|||||||||
Cloud
|
192,588
|
34,679
|
14,435
|
|||||||||
Total cost of revenues
|
468,673
|
337,733
|
303,582
|
|||||||||
Gross profit
|
863,479
|
677,809
|
623,285
|
|||||||||
Operating expenses:
|
||||||||||||
Research and development, net
|
181,107
|
141,528
|
128,485
|
|||||||||
Selling and marketing
|
361,328
|
268,349
|
225,817
|
|||||||||
General and administrative
|
129,071
|
116,569
|
90,349
|
|||||||||
Amortization of acquired intangibles
|
41,902
|
17,187
|
12,528
|
|||||||||
Total operating expenses
|
713,408
|
543,633
|
457,179
|
|||||||||
Operating income
|
150,071
|
134,176
|
166,106
|
|||||||||
Financial income (expenses) and other, net
|
(20,411
|
)
|
10,305
|
5,304
|
||||||||
Income before taxes on income
|
129,660
|
144,481
|
171,410
|
|||||||||
Taxes on income (tax benefit)
|
(13,631
|
)
|
21,412
|
30,832
|
||||||||
Net income from continuing operations
|
143,291
|
123,069
|
140,578
|
|||||||||
Discontinued operations:
|
||||||||||||
Gain on disposal and income (loss) from operations
|
-
|
(8,235
|
)
|
152,459
|
||||||||
Taxes on income (tax benefit)
|
-
|
(2,086
|
)
|
34,206
|
||||||||
Net income (loss) on discontinued operations
|
-
|
(6,149
|
)
|
118,253
|
||||||||
Net income
|
$
|
143,291
|
$
|
116,920
|
$
|
258,831
|
||||||
Basic earnings per share from continuing operations
|
$
|
2.37
|
$
|
2.06
|
$
|
2.36
|
||||||
Basic earnings per share from discontinued operations
|
$
|
-
|
$
|
(0.10
|
)
|
$
|
1.99
|
|||||
Basic earnings per share
|
$
|
2.37
|
$
|
1.96
|
$
|
4.35
|
||||||
Diluted earnings per share from continuing operations
|
$
|
2.31
|
$
|
2.02
|
$
|
2.29
|
||||||
Diluted earnings per share from discontinued operations
|
$
|
-
|
$
|
(0.10
|
)
|
$
|
1.93
|
|||||
Diluted earnings per share
|
$
|
2.31
|
$
|
1.92
|
$
|
4.22
|
||||||
Weighted average number of shares used in computing:
|
||||||||||||
Basic earnings per share
|
60,444
|
59,667
|
59,552
|
|||||||||
Diluted earnings per share
|
62,119
|
61,035
|
61,281
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Net income
|
$
|
143,291
|
$
|
116,920
|
$
|
258,831
|
||||||
Other comprehensive income (loss), net of tax:
|
||||||||||||
Change in foreign currency translation adjustment
|
13,529
|
(24,801
|
)
|
(14,602
|
)
|
|||||||
Available-for-sale investments:
|
||||||||||||
Change in net unrealized gains (losses)
|
(854
|
)
|
5,102
|
(2,081
|
)
|
|||||||
Less - reclassification adjustment for net gains realized and included in net income
|
-
|
(3,388
|
)
|
(32
|
)
|
|||||||
Net change (net of tax effect of $(113), $113 and ($338))
|
(854
|
)
|
1,714
|
(2,113
|
)
|
|||||||
Cash flow hedges:
|
||||||||||||
Change in unrealized gains (losses)
|
6,821
|
600
|
(954
|
)
|
||||||||
Less - reclassification adjustment for net gains (losses) realized and included in net income
|
(5,586
|
)
|
(132
|
)
|
4,010
|
|||||||
Net change
|
1,235
|
468
|
3,056
|
|||||||||
Total other comprehensive income (loss)
|
13,910
|
(22,619
|
)
|
(13,659
|
)
|
|||||||
Comprehensive income
|
$
|
157,201
|
$
|
94,301
|
$
|
245,172
|
Share
capital
|
Additional
paid-in
capital
|
Treasury shares
|
Accumulated other comprehensive loss
|
Retained earnings
|
Total
shareholders'
equity
|
|||||||||||||||||||
Balance as of January 1, 2017
|
$
|
18,280
|
$
|
1,317,539
|
$
|
(488,573
|
)
|
$
|
(46,824
|
)
|
$
|
710,910
|
$
|
1,511,332
|
||||||||||
Exercise of share options
|
315
|
17,133
|
-
|
-
|
-
|
17,448
|
||||||||||||||||||
Stock-based compensation
|
-
|
56,980
|
-
|
-
|
-
|
56,980
|
||||||||||||||||||
Issuance of treasury shares under stock purchase plans, upon exercise of options and vesting of restricted stock units (147,347 ordinary shares)
|
-
|
(3,642
|
)
|
5,296
|
-
|
-
|
1,654
|
|||||||||||||||||
Equity components of exchangeable note
|
-
|
30,895
|
-
|
-
|
-
|
30,895
|
||||||||||||||||||
Treasury shares purchased
|
-
|
-
|
(24,428
|
)
|
-
|
-
|
(24,428
|
)
|
||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
13,910
|
-
|
13,910
|
||||||||||||||||||
Dividends paid ($ 0.16 per share)
|
-
|
-
|
-
|
-
|
(9,637
|
)
|
(9,637
|
)
|
||||||||||||||||
Effect of adopting ASU 2016-09: Improvements to Employee Share-Based Payment Accounting (see note 2aa)
|
-
|
1,908
|
-
|
-
|
6,208
|
8,116
|
||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
143,291
|
143,291
|
||||||||||||||||||
Balance as of December 31, 2017
|
$
|
18,595
|
$
|
1,420,813
|
$
|
(507,705
|
)
|
$
|
(32,914
|
)
|
$
|
850,772
|
$
|
1,749,561
|
Share
capital
|
Additional
paid-in
capital
|
Treasury shares
|
Accumulated other comprehensive loss
|
Retained earnings
|
Total
shareholders'
equity
|
|||||||||||||||||||
Balance as of January 1, 2016
|
$
|
17,977
|
$
|
1,234,206
|
$
|
(445,021
|
)
|
$
|
(24,205
|
)
|
$
|
632,192
|
$
|
1,415,149
|
||||||||||
Exercise of share options
|
303
|
23,321
|
-
|
-
|
-
|
23,624
|
||||||||||||||||||
Equity awards assumed for acquisitions
|
-
|
11,675
|
-
|
-
|
-
|
11,675
|
||||||||||||||||||
Stock-based compensation
|
-
|
40,547
|
-
|
-
|
-
|
40,547
|
||||||||||||||||||
Excess tax benefit from share-based payment arrangements
|
-
|
7,868
|
-
|
-
|
-
|
7,868
|
||||||||||||||||||
Issuance of treasury shares under stock purchase plans, upon exercise of options and vesting of restricted stock units (2,290 ordinary shares)
|
-
|
(78
|
)
|
78
|
-
|
-
|
-
|
|||||||||||||||||
Treasury shares purchased
|
-
|
-
|
(43,630
|
)
|
-
|
-
|
(43,630
|
)
|
||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
(22,619
|
)
|
-
|
(22,619
|
)
|
||||||||||||||||
Dividends paid ($ 0.64 per share)
|
-
|
-
|
-
|
-
|
(38,202
|
)
|
(38,202
|
)
|
||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
116,920
|
116,920
|
||||||||||||||||||
Balance as of December 31, 2016
|
$
|
18,280
|
$
|
1,317,539
|
$
|
(488,573
|
)
|
$
|
(46,824
|
)
|
$
|
710,910
|
$
|
1,511,332
|
Share
capital
|
Additional
paid-in
capital
|
Treasury shares
|
Accumulated other comprehensive loss
|
Retained earnings
|
Total
shareholders'
equity
|
|||||||||||||||||||
Balance as of January 1, 2015
|
$
|
17,615
|
$
|
1,171,424
|
$
|
(376,637
|
)
|
$
|
(10,546
|
)
|
$
|
411,600
|
$
|
1,213,456
|
||||||||||
Exercise of share options
|
362
|
26,736
|
-
|
-
|
-
|
27,098
|
||||||||||||||||||
Stock-based compensation
|
-
|
28,451
|
-
|
-
|
-
|
28,451
|
||||||||||||||||||
Excess tax benefit from share-based payment arrangements
|
-
|
7,595
|
-
|
-
|
-
|
7,595
|
||||||||||||||||||
Treasury shares purchased
|
-
|
-
|
(68,384
|
)
|
-
|
-
|
(68,384
|
)
|
||||||||||||||||
Other comprehensive loss
|
-
|
-
|
-
|
(13,659
|
)
|
-
|
(13,659
|
)
|
||||||||||||||||
Dividends paid ($ 0.64 per share)
|
-
|
-
|
-
|
-
|
(38,239
|
)
|
(38,239
|
)
|
||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
258,831
|
258,831
|
||||||||||||||||||
Balance as of December 31, 2015
|
$
|
17,977
|
$
|
1,234,206
|
$
|
(445,021
|
)
|
$
|
(24,205
|
)
|
$
|
632,192
|
$
|
1,415,149
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$
|
143,291
|
$
|
116,920
|
$
|
258,831
|
||||||
Adjustments required to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
156,301
|
77,801
|
57,964
|
|||||||||
Stock-based compensation
|
56,980
|
40,547
|
28,451
|
|||||||||
Equity in losses of affiliated company
|
-
|
-
|
537
|
|||||||||
Accrued severance pay, net
|
(788
|
)
|
3
|
104
|
||||||||
Amortization of premium and discount and accrued interest on marketable securities
|
646
|
2,441
|
2,799
|
|||||||||
Deferred taxes, net
|
(70,805
|
)
|
(25,905
|
)
|
10,576
|
|||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade receivables, net
|
37,735
|
(31,784
|
)
|
(56,363
|
)
|
|||||||
Prepaid expenses and other current assets
|
(6,839
|
)
|
2,078
|
(1,482
|
)
|
|||||||
Trade payables
|
2,665
|
4,392
|
2,166
|
|||||||||
Accrued expenses and other liabilities
|
25,541
|
17,994
|
38,488
|
|||||||||
Deferred revenues
|
41,624
|
9,379
|
54,914
|
|||||||||
Long term liabilities
|
(5,169
|
)
|
7,529
|
2,453
|
||||||||
Loss (gain) on disposal of discontinued operations
|
-
|
9,148
|
(147,334
|
)
|
||||||||
Realized gain on marketable securities
|
-
|
(3,388
|
)
|
(32
|
)
|
|||||||
Amortization of discount on long-term debt
|
13,547
|
379
|
-
|
|||||||||
Other
|
(67
|
)
|
678
|
256
|
||||||||
Net cash provided by operating activities
|
394,662
|
228,212
|
252,328
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property and equipment
|
(39,889
|
)
|
(27,278
|
)
|
(16,596
|
)
|
||||||
Purchase of investments
|
(133,423
|
)
|
(47,221
|
)
|
(287,593
|
)
|
||||||
Proceeds from investments
|
64,295
|
449,880
|
92,542
|
|||||||||
Payments for business acquisitions, net of cash acquired
|
(76,027
|
)
|
(1,156,249
|
)
|
-
|
|||||||
Investments in affiliates and other purchases
|
-
|
(1,500
|
)
|
(1,500
|
)
|
|||||||
Capitalization of internal use software costs
|
(27,936
|
)
|
(8,502
|
)
|
(1,380
|
)
|
||||||
Proceeds (repayment) from sale of discontinued operations
|
-
|
(9,148
|
)
|
186,134
|
||||||||
Net cash used in investing activities
|
(212,980
|
)
|
(800,018
|
)
|
(28,393
|
)
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of shares upon exercise of options
|
19,240
|
23,525
|
27,532
|
|||||||||
Purchase of treasury shares
|
(24,428
|
)
|
(43,630
|
)
|
(68,384
|
)
|
||||||
Dividends paid
|
(9,637
|
)
|
(38,202
|
)
|
(38,239
|
)
|
||||||
Capital lease payments
|
(137
|
)
|
(1,087
|
)
|
-
|
|||||||
Proceeds from issuance of debt, net of costs
|
-
|
464,841
|
-
|
|||||||||
Proceeds from issuance of exchangeable senior notes, net
|
260,135
|
-
|
-
|
|||||||||
Repayment of long-term debt
|
(260,000
|
)
|
-
|
-
|
||||||||
Earn out payments related to acquisitions
|
-
|
-
|
(297
|
)
|
||||||||
Net cash provided by (used in) financing activities
|
(14,827
|
)
|
405,447
|
(79,388
|
)
|
|||||||
Effect of exchange rate changes on cash
|
4,421
|
(2,546
|
)
|
(6,113
|
)
|
|||||||
Net change in cash and cash equivalents
|
171,276
|
(168,905
|
)
|
138,434
|
||||||||
Cash and cash equivalents at the beginning of the year
|
157,026
|
325,931
|
187,497
|
|||||||||
Cash and cash equivalents at the end of the year
|
$
|
328,302
|
$
|
157,026
|
$
|
325,931
|
||||||
Supplemental disclosure of cash flows activities:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Income taxes
|
$
|
33,029
|
$
|
28,396
|
$
|
53,646
|
||||||
Interest
|
$
|
7,910
|
$
|
2,201
|
$
|
107
|
||||||
Non-cash activities:
|
||||||||||||
Net change in other receivables with respect to exercise of share options
|
$
|
138
|
$
|
(99
|
)
|
$
|
434
|
Cash (*)
|
$
|
1,039,028
|
||
Assumed options and restricted shares (**)
|
11,026
|
|||
Total purchase consideration
|
$
|
1,050,054
|
(*) |
Includes cash consideration for the redemption of inContact's convertible bonds in an amount of $139,438 and for inContact's outstanding vested options and restricted shares as of acquisition date which were cancelled and converted into an amount of $25,366 in cash.
|
(**) |
Pursuant to the merger agreement, the Company assumed or replaced all outstanding unvested options, Restricted Stock Awards ("RSAs") and Restricted Stock Units (“RSUs”) and converted them or replaced them with the Company’s options, RSAs and RSUs, as applicable, based on an agreed exchange ratio. Each assumed or replaced option, RSA and RSU is subject to the same terms and conditions, including vesting, exercisability and expiration, as originally applied to any such option, RSA and RSU immediately prior to the acquisition of inContact.
|
Cash
|
$
|
37,136
|
||
Short term investments
|
26,714
|
|||
Trade receivables
|
40,667
|
|||
Other receivables and prepaid expenses
|
10,235
|
|||
Property and equipment
|
28,554
|
|||
Identified intangibles
|
538,000
|
|||
Goodwill
|
559,372
|
|||
Total assets acquired
|
1,240,678
|
|||
Trade payables
|
(16,337
|
)
|
||
Accrued expenses and other liabilities
|
(22,802
|
)
|
||
Deferred revenue
|
(3,967
|
)
|
||
Deferred tax liabilities, net
|
(147,518
|
)
|
||
Total liabilities assumed
|
(190,624
|
)
|
||
Net assets acquired
|
$
|
1,050,054
|
Fair
value
|
Estimated useful life
(in years)
|
|||||||
Trademarks
|
$
|
36,400
|
2-8 | |||||
Core technology
|
353,700
|
4-8 | ||||||
Customer relationships
|
147,900
|
5-7 | ||||||
Total
|
$
|
538,000
|
Cash (net of loan payoff amount)
|
$
|
1,879
|
||
Trade receivables
|
8,300
|
|||
Other receivables and prepaid expenses
|
4,892
|
|||
Property and equipment
|
2,774
|
|||
Identified intangibles
|
63,400
|
|||
Goodwill
|
75,647
|
|||
Total assets acquired
|
156,892
|
|||
Trade payables
|
(1,556
|
)
|
||
Accrued expenses and other liabilities
|
(6,371
|
)
|
||
Deferred revenue
|
(9,341
|
)
|
||
Deferred tax liabilities, net
|
(4,474
|
)
|
||
Total liabilities assumed
|
(21,742
|
)
|
||
Net assets acquired
|
$
|
135,150
|
Fair
value
|
Estimated useful life
(in years)
|
|||||||
Trademarks
|
$
|
7,500
|
12
|
|||||
Technology
|
17,400
|
5
|
||||||
Customer backlog
|
10,900
|
1 | ||||||
Customer relationships
|
27,600
|
6
|
||||||
Total intangible assets
|
$
|
63,400
|
Year ended December 31,
|
||||||||||||
2016
|
(*)2015
|
|||||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
68,672
|
||||||
Cost of sales
|
-
|
-
|
26,956
|
|||||||||
Operating expenses
|
-
|
850
|
36,307
|
|||||||||
Operating income (loss)
|
-
|
(850
|
)
|
5,409
|
||||||||
Other income (expenses), net
|
-
|
1,763
|
(284
|
)
|
||||||||
Gain (loss) on disposal of the discontinued operations
|
-
|
(9,148
|
)
|
147,334
|
||||||||
Income (loss) before taxes on income
|
-
|
(8,235
|
)
|
152,459
|
||||||||
Taxes on income (tax benefit)
|
-
|
(2,086
|
)
|
34,206
|
||||||||
Net income (loss) on discontinued operations
|
$
|
-
|
$
|
(6,149
|
)
|
$
|
118,253
|
%
|
|
Computers and peripheral equipment
|
20 - 33
|
Office furniture and equipment
|
7 - 20
|
Internal use software
|
33
|
%
|
|
Core technology
|
12.5 - 50
|
Customer relationships
|
14.7 - 33.3
|
Trademarks
|
12.5 - 50
|
Customer backlog
|
50 - 100
|
· |
Level 1 - Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
|
· |
Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
· |
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
Year ended December 31, 2017
|
||||||||||||||||
Unrealized losses on marketable securities
|
Unrealized gains (losses) on cash flow hedges
|
Foreign currency translation adjustment
|
Total
|
|||||||||||||
Beginning balance
|
$
|
(216
|
)
|
$
|
(101
|
)
|
$
|
(46,507
|
)
|
$
|
(46,824
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(854
|
)
|
6,821
|
13,529
|
19,496
|
|||||||||||
Amounts reclassified from accumulated other comprehensive income
|
-
|
(5,586
|
)
|
-
|
(5,586
|
)
|
||||||||||
Net current-period other comprehensive income (loss)
|
(854
|
)
|
1,235
|
13,529
|
13,910
|
|||||||||||
Ending balance
|
$
|
(1,070
|
)
|
$
|
1,134
|
$
|
(32,978
|
)
|
$
|
(32,914
|
)
|
Year ended December 31, 2016
|
||||||||||||||||
Unrealized gains (losses) on marketable securities
|
Unrealized gains (losses) on cash flow hedges
|
Foreign currency translation adjustment
|
Total
|
|||||||||||||
Beginning balance
|
$
|
(1,930
|
)
|
$
|
(569
|
)
|
$
|
(21,706
|
)
|
$
|
(24,205
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
5,102
|
600
|
(24,801
|
)
|
(19,099
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive income
|
(3,388
|
)
|
(132
|
)
|
-
|
(3,520
|
)
|
|||||||||
Net current-period other comprehensive income (loss)
|
1,714
|
468
|
(24,801
|
)
|
(22,619
|
)
|
||||||||||
Ending balance
|
$
|
(216
|
)
|
$
|
(101
|
)
|
$
|
(46,507
|
)
|
$
|
(46,824
|
)
|
Amortized cost
|
Gross unrealized gains
|
Gross unrealized losses
|
Estimated fair value (Level 2 within the fair value hierarchy)
|
|||||||||||||||||||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||||||||||||||||||||||
2016
|
2017
|
2016
|
2017
|
2016
|
2017
|
2016
|
||||||||||||||||||||||||||
Corporate debentures
|
$
|
189,836
|
$
|
122,335
|
$
|
9
|
$
|
91
|
$
|
908
|
$
|
225
|
$
|
188,937
|
$
|
122,201
|
||||||||||||||||
U.S. Treasuries
|
7,007
|
7,008
|
-
|
-
|
170
|
196
|
6,837
|
6,812
|
||||||||||||||||||||||||
U.S. Government Agencies
|
998
|
-
|
-
|
-
|
1
|
-
|
997
|
-
|
||||||||||||||||||||||||
$
|
197,841
|
$
|
129,343
|
$
|
9
|
$
|
91
|
$
|
1,079
|
$
|
421
|
$
|
196,771
|
$
|
129,013
|
Amortized
|
Estimated
|
|||||||
cost
|
fair value
|
|||||||
Due within one year
|
$
|
64,055
|
$
|
63,951
|
||||
Due after one year through five years
|
133,786
|
132,820
|
||||||
$
|
197,841
|
$
|
196,771
|
Investments with continuous unrealized losses for less than 12 months
|
Investments with continuous unrealized losses for 12 months or greater
|
Total Investments with continuous unrealized losses
|
||||||||||||||||||||||
Fair
value
|
Unrealized losses
|
Fair
value
|
Unrealized losses
|
Fair
value
|
Unrealized losses
|
|||||||||||||||||||
Corporate debentures
|
$
|
135,252
|
$
|
(711
|
)
|
$
|
49,076
|
$
|
(198
|
)
|
$
|
184,328
|
$
|
(909
|
)
|
|||||||||
U.S. treasuries
|
-
|
-
|
6,837
|
(170
|
)
|
6,837
|
(170
|
)
|
||||||||||||||||
U.S. Government agencies
|
997
|
-
|
-
|
-
|
997
|
-
|
||||||||||||||||||
$
|
136,249
|
$
|
(711
|
)
|
$
|
55,913
|
$
|
(368
|
)
|
$
|
192,162
|
$
|
(1,079
|
)
|
Investments with continuous unrealized losses for less than 12 months
|
Investments with continuous unrealized losses for 12 months or greater
|
Total Investments with continuous unrealized losses
|
||||||||||||||||||||||
Fair
value
|
Unrealized losses
|
Fair
value
|
Unrealized losses
|
Fair
value
|
Unrealized losses
|
|||||||||||||||||||
Corporate debentures
|
$
|
19,444
|
$
|
(137
|
)
|
$
|
56,799
|
$
|
(88
|
)
|
$
|
76,243
|
$
|
(225
|
)
|
|||||||||
U.S. treasuries
|
-
|
-
|
6,812
|
(196
|
)
|
6,812
|
(196
|
)
|
||||||||||||||||
$
|
19,444
|
$
|
(137
|
)
|
$
|
63,611
|
$
|
(284
|
)
|
$
|
83,055
|
$
|
(421
|
)
|
2016
|
||||||||
Government authorities
|
$
|
26,275
|
$
|
23,312
|
||||
Interest receivable
|
2,042
|
804
|
||||||
Prepaid expenses
|
26,688
|
24,863
|
||||||
Inventories
|
9,013
|
4,716
|
||||||
Prepaid expenses and other current assets of discontinued operations
|
2,042
|
3,734
|
||||||
Other
|
4,014
|
4,271
|
||||||
$
|
70,074
|
$
|
61,700
|
2016
|
||||||||
Severance pay fund
|
$
|
14,859
|
$
|
14,701
|
||||
Long-term deposits
|
3,637
|
3,000
|
||||||
Investments in affiliate
|
1,000
|
1,000
|
||||||
$
|
19,496
|
$
|
18,701
|
2016
|
||||||||
Cost:
|
||||||||
Computers and peripheral equipment
|
$
|
212,449
|
$
|
181,738
|
||||
Internal use software
|
37,948
|
9,882
|
||||||
Office furniture and equipment
|
12,030
|
13,982
|
||||||
Leasehold improvements
|
53,266
|
48,573
|
||||||
315,693
|
254,175
|
|||||||
Accumulated depreciation:
|
||||||||
Computers and peripheral equipment
|
163,162
|
139,066
|
||||||
Internal use software
|
2,924
|
-
|
||||||
Office furniture and equipment
|
6,614
|
7,847
|
||||||
Leasehold improvements
|
24,718
|
19,584
|
||||||
197,418
|
166,497
|
|||||||
Depreciated cost
|
$
|
118,275
|
$
|
87,678
|
2016
|
||||||||
Original amounts:
|
||||||||
Core technology
|
$
|
673,291
|
$
|
623,274
|
||||
Customer relationships, backlog and distribution network
|
382,031
|
372,438
|
||||||
Trademarks
|
56,196
|
55,745
|
||||||
1,111,518
|
1,051,457
|
|||||||
Accumulated amortization:
|
||||||||
Core technology
|
315,665
|
238,898
|
||||||
Customer relationships and distribution network
|
225,951
|
181,123
|
||||||
Trademarks
|
18,555
|
12,701
|
||||||
560,171
|
432,722
|
|||||||
Other intangible assets, net
|
$
|
551,347
|
$
|
618,735
|
b. |
Amortization expense amounted to $118,377, $58,968 and $40,055 for the years ended December 31, 2017, 2016 and 2015, respectively.
|
c. |
The Company recorded a reduction $9,677 amounts and accumulated amortization of fully amortized other intangible assets for the years ended December 31, 2016. In 2017 there was no such reduction.
|
For the year ended December 31,
|
||||
$
|
102,561
|
|||
2019
|
99,091
|
|||
2020
|
93,837
|
|||
2021
|
85,822
|
|||
2022 and thereafter
|
170,036
|
|||
$
|
551,347
|
Year ended December 31, 2017
|
||||||||||||
Customer Engagement
|
Financial Crime and Compliance
|
Total
|
||||||||||
As of January 1, 2017
|
$
|
1,022,198
|
$
|
262,512
|
$
|
1,284,710
|
||||||
Acquisitions (*)
|
24,346
|
-
|
24,346
|
|||||||||
Functional currency translation adjustments
|
7,378
|
1,808
|
9,186
|
|||||||||
As of December 31, 2017
|
$
|
1,053,922
|
$
|
264,320
|
$
|
1,318,242
|
Year ended December 31, 2016
|
||||||||||||
Customer Engagement
|
Financial Crime and Compliance
|
Total
|
||||||||||
As of January 1, 2016
|
$
|
384,808
|
$
|
266,304
|
$
|
651,112
|
||||||
Acquisitions (**)
|
651,892
|
-
|
651,892
|
|||||||||
Functional currency translation adjustments
|
(14,502
|
)
|
(3,792
|
)
|
(18,294
|
)
|
||||||
As of December 31, 2016
|
$
|
1,022,198
|
$
|
262,512
|
$
|
1,284,710
|
(*) |
Includes a reduction of $3,799 of goodwill in respect of 2016 acquisition resulted from a finalization of purchase price allocation.
|
2016
|
||||||||
Employees and payroll accruals
|
$
|
142,182
|
$
|
118,599
|
||||
Accrued expenses
|
80,893
|
86,236
|
||||||
Government authorities
|
79,515
|
67,218
|
||||||
Accrued expenses and other liabilities of discontinued operations
|
189
|
3,077
|
||||||
Other
|
6,571
|
1,081
|
||||||
$
|
309,350
|
$
|
276,211
|
Notional amount
|
Fair value
(Level 2 within the fair value hierarchy)
|
|||||||||||||||
December 31,
|
||||||||||||||||
2016
|
2017
|
2016
|
||||||||||||||
Option contracts to hedge payroll
|
||||||||||||||||
expenses ILS
|
$
|
4,000
|
$
|
43,600
|
46
|
$
|
107
|
|||||||||
expenses INR
|
17,800
|
12,000
|
232
|
4
|
||||||||||||
Option contracts to hedge facility expenses INR
|
1,846
|
-
|
19
|
-
|
||||||||||||
Forward contracts to hedge payroll
|
||||||||||||||||
expenses ILS
|
30,000
|
52,000
|
947
|
(212
|
)
|
|||||||||||
expenses INR
|
400
|
-
|
6
|
-
|
||||||||||||
Forward contracts to hedge facility expenses ILS
|
-
|
2,549
|
-
|
10
|
||||||||||||
$
|
54,046
|
$
|
110,149
|
$
|
1,250
|
$
|
(91
|
)
|
Fair value of derivative instruments
|
|||||||||
December 31,
|
|||||||||
Balance sheet line item
|
2017
|
2016
|
|||||||
Derivative assets:
|
|||||||||
Foreign exchange option contracts
|
Prepaid expenses and other current assets
|
$
|
297
|
$
|
111
|
||||
Foreign exchange forward contracts
|
Prepaid expenses and other current assets
|
$
|
953
|
$
|
10
|
||||
Derivative liabilities:
|
|||||||||
Foreign exchange option contracts
|
Accrued expenses and other liabilities
|
$
|
-
|
$
|
-
|
||||
Foreign exchange forward contracts
|
Accrued expenses and other liabilities
|
$
|
-
|
$
|
(212
|
)
|
Amount of gain (loss) recognized in
other comprehensive income
on derivative (effective portion)
|
||||||||||||
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Derivatives in foreign exchange cash flow hedging relationships:
|
||||||||||||
Forward contracts
|
$
|
160
|
$
|
202
|
$
|
-
|
||||||
Option contracts
|
1,075
|
(802
|
)
|
954
|
||||||||
$
|
1,235
|
$
|
(600
|
)
|
$
|
954
|
Amount of gain (loss) reclassified from other comprehensive income into income (expenses)
(effective portion)
|
|||||||||||||
Year ended December 31,
|
|||||||||||||
Statements of income lime item
|
2017
|
2016
|
2015
|
||||||||||
Option contracts
|
Cost of revenues, operating expenses and discontinued operations
|
$
|
(2,429
|
)
|
$
|
(132
|
)
|
$
|
4,010
|
||||
Forward contracts to hedge payroll expenses
|
Cost of revenues and operating expenses
|
(3,157
|
)
|
-
|
|||||||||
$
|
(5,586
|
)
|
$
|
(132
|
)
|
$
|
4,010
|
1.
|
In May 2009, inContact was served a lawsuit titled California College, Inc., et al., v. UCN, Inc., et al. in connection with the sale of services with those Insidesales.com, Inc. California College originally sought damages in excess of $20,000. Insidesales.com and inContact filed cross-claims against one another, which they subsequently agreed to dismiss with prejudice. In October 2011, California College reached a settlement with Insidesales.com, the terms of which have not been disclosed and remain confidential. In June of 2013, California College amended its damages claim to $14,400, of which approximately $5,000 was alleged to be pre-judgment interest. On September 10, 2013, the court issued an order on inContact's Motion for Partial Summary Judgment. The court determined that factual disputes exist as to several of the claims, but dismissed California College's cause of action for intentional interference
with prospective economic relations and the claim for prejudgment interest. Dismissing the claim for prejudgment interest effectively reduced the claim for damages to approximately $9,200. The trial court granted inContact’s motion to stay the trial without date pending an interlocutory appeal to the Utah Supreme Court of the trial court’s ruling with respect to allowing California College’s experts to testify at trial. The briefs were filed in the matter and oral arguments were made in August 2017. The Utah Court of Appeals has yet to rule on the matter. At this stage we are unable to evaluate the probability of a favorable or unfavorable outcome in this litigation.
|
2. |
From time to time the Company or its subsidiaries may be involved in legal proceedings and/or litigation arising in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, the Company does not believe it will have a material effect on its consolidated financial position, results of operations, or cash flows.
|
2016
|
||||||||
Deferred tax assets:
|
||||||||
Net operating losses carryforward and tax credits
|
$
|
79,196
|
$
|
82,243
|
||||
Share based payments
|
16,142
|
17,299
|
||||||
Research and development costs
|
3,606
|
4,246
|
||||||
Reserves, allowances and other
|
8,915
|
8,507
|
||||||
Deferred tax assets before valuation allowance
|
107,859
|
112,295
|
||||||
Valuation allowance
|
(8,853
|
)
|
(8,839
|
)
|
||||
Deferred tax assets
|
99,006
|
103,456
|
||||||
Deferred tax liabilities:
|
||||||||
Acquired intangibles
|
(142,352
|
)
|
(231,645
|
)
|
||||
Acquired deferred revenue
|
(2,600
|
)
|
(4,670
|
)
|
||||
Deferred tax liabilities
|
(144,952
|
)
|
(236,315
|
)
|
||||
Deferred tax liabilities, net
|
$
|
(45,946
|
)
|
$
|
(132,859
|
)
|
2016
|
||||||||
Deferred tax assets
|
$
|
11,850
|
$
|
14,093
|
||||
Deferred tax liabilities
|
(57,796
|
)
|
(146,952
|
)
|
||||
Deferred tax liabilities, net
|
$
|
(45,946
|
)
|
$
|
(132,859
|
)
|
f. |
A reconciliation of the Company's effective tax rate to the statutory tax rate in Israel is as follows:
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Income before taxes on income, as reported in the consolidated statements of income
|
$
|
129,660
|
$
|
144,481
|
$
|
171,410
|
||||||
Statutory tax rate in Israel
|
24.0
|
%
|
25.0
|
%
|
26.5
|
%
|
||||||
Preferred Enterprise benefits (*)
|
(16.8
|
%)
|
(8.9
|
%)
|
(6.1
|
%)
|
||||||
Changes in valuation allowance
|
0.0
|
%
|
1.0
|
%
|
(0.4
|
%)
|
||||||
Earnings taxed under foreign law
|
(4.6
|
%)
|
(7.7
|
%)
|
(4.0
|
%)
|
||||||
Tax settlements and other adjustments
|
14.3
|
%
|
5.8
|
%
|
1.1
|
%
|
||||||
U.S. Tax Reform one-time adjustment
|
(23.9
|
%)
|
-
|
-
|
||||||||
Other
|
(3.5
|
%)
|
(0.4
|
%)
|
0.9
|
%
|
||||||
Effective tax rate
|
(10.5
|
%)
|
14.8
|
%
|
18.0
|
%
|
(*) |
The effect of the benefit resulting from the "Preferred Enterprise" status on net earnings per ordinary share is as follows:
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Domestic
|
$
|
188,070
|
$
|
131,111
|
$
|
122,952
|
||||||
Foreign
|
(58,410
|
)
|
13,370
|
48,458
|
||||||||
$
|
129,660
|
$
|
144,481
|
$
|
171,410
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Current
|
$
|
57,174
|
$
|
47,318
|
$
|
23,978
|
||||||
Deferred
|
(70,805
|
)
|
(25,906
|
)
|
6,854
|
|||||||
$
|
(13,631
|
)
|
$
|
21,412
|
$
|
30,832
|
||||||
Domestic
|
$
|
27,673
|
$
|
28,097
|
$
|
24,812
|
||||||
Foreign
|
(41,304
|
)
|
(6,685
|
)
|
6,020
|
|||||||
$
|
(13,631
|
)
|
$
|
21,412
|
$
|
30,832
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Domestic taxes:
|
||||||||||||
Current
|
$
|
22,808
|
$
|
27,932
|
$
|
14,860
|
||||||
Deferred
|
4,865
|
165
|
9,952
|
|||||||||
27,673
|
28,097
|
24,812
|
||||||||||
Foreign taxes:
|
||||||||||||
Current
|
34,366
|
19,386
|
9,118
|
|||||||||
Deferred
|
(75,670
|
)
|
(26,071
|
)
|
(3,098
|
)
|
||||||
(41,304
|
)
|
(6,685
|
)
|
6,020
|
||||||||
Taxes on income (tax benefit)
|
$
|
(13,631
|
)
|
$
|
21,412
|
$
|
30,832
|
2016
|
||||||||
Uncertain tax positions, beginning of year
|
$
|
26,659
|
$
|
18,236
|
||||
Increases in tax positions for prior years
|
5,105
|
2,147
|
||||||
Increases in tax positions for current year
|
15,140
|
9,926
|
||||||
Settlements
|
-
|
(1,331
|
)
|
|||||
Expiry of the statute of limitations
|
(2,920
|
)
|
(2,319
|
)
|
||||
Uncertain tax positions, end of year
|
$
|
43,984
|
$
|
26,659
|
a. |
The Ordinary shares of the Company are traded on the Tel-Aviv Stock Exchange and its American Depositary Shares (“ADSs”), each representing one fully paid ordinary share, par value NIS 1.00 per share of the Company are traded on NASDAQ.
|
2017
|
2016
|
2015
|
||||
Expected volatility
|
21.69%-22.90%
|
21.05%-25.92%
|
23.02%-27.55%
|
|||
Risk free interest rate
|
1.53%-2.00%
|
0.58%-2.04%
|
0.76%-1.18%
|
|||
Expected dividend
|
0%
|
0%-1.00%
|
0%-1.29%
|
|||
Expected term (in years)
|
3.5
|
3.5
|
3.5
|
Number of options
|
Weighted-average exercise price
|
Weighted- average remaining contractual term
(in years)
|
Aggregate intrinsic
value
|
|||||||||||||
Outstanding at January 1, 2017
|
2,273,664
|
23.61
|
4.46
|
102,652
|
||||||||||||
Granted
|
444,826
|
20.75
|
||||||||||||||
Exercised
|
(813,787
|
)
|
23.35
|
|||||||||||||
Forfeited
|
(224,289
|
)
|
22.85
|
|||||||||||||
Cancelled
|
(4,284
|
)
|
15.00
|
|||||||||||||
Outstanding at December 31, 2017
|
1,676,130
|
23.07
|
4.45
|
115,390
|
||||||||||||
Exercisable at December 31, 2017
|
598,843
|
33.38
|
3.45
|
35,049
|
Weighted
|
||||||||||||||||||||||
Options
|
Weighted
|
Options
|
average
|
|||||||||||||||||||
outstanding
|
average
|
Weighted
|
exercisable
|
exercise
|
||||||||||||||||||
as of
|
remaining
|
average
|
as of
|
price of
|
||||||||||||||||||
Ranges of
|
December 31,
|
contractual
|
exercise
|
December 31,
|
options
|
|||||||||||||||||
exercise price
|
2017
|
term
|
price
|
2017
|
exercisable
|
|||||||||||||||||
(Years)
|
$ |
|
$ | |||||||||||||||||||
$
|
0.29
|
922,427
|
4.46
|
0.29
|
197,933
|
0.29
|
||||||||||||||||
$
|
0.69
|
1,888
|
1.90
|
0.69
|
1,888
|
0.69
|
||||||||||||||||
$
|
6.72-9.89
|
8,861
|
6.66
|
7.03
|
6,655
|
7.12
|
||||||||||||||||
$
|
11.40-15.16
|
3,301
|
2.73
|
14.09
|
3,301
|
14.09
|
||||||||||||||||
$
|
17.72
|
934
|
3.20
|
17.72
|
934
|
17.72
|
||||||||||||||||
$
|
28.64-42.92
|
339,873
|
4.12
|
39.15
|
200,777
|
38.61
|
||||||||||||||||
$
|
43.01-64.06
|
211,186
|
4.52
|
52.79
|
90,409
|
59.11
|
||||||||||||||||
$
|
64.61-85.14
|
187,660
|
4.83
|
73.63
|
96,946
|
69.36
|
||||||||||||||||
1,676,130
|
4.45
|
23.07
|
598,843
|
33.38
|
Number of RSU and
RSA (*)
|
||||
Outstanding at January 1, 2017
|
1,498,643
|
|||
Granted
|
654,315
|
|||
Vested
|
(456,807
|
)
|
||
Cancelled
|
(250
|
)
|
||
Forfeited
|
(170,889
|
)
|
||
Outstanding at December 31, 2017
|
1,525,012
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Cost of revenues
|
$
|
11,337
|
$
|
7,878
|
$
|
3,712
|
||||||
Research and development, net
|
9,038
|
5,676
|
2,161
|
|||||||||
Selling and marketing
|
23,107
|
16,403
|
11,266
|
|||||||||
General and administrative
|
13,498
|
10,590
|
10,521
|
|||||||||
Total stock-based compensation expenses
|
$
|
56,980
|
$
|
40,547
|
$
|
27,660
|
2016
|
||||||||
Principal
|
$
|
215,000
|
$
|
475,000
|
||||
Less: Debt issuance costs, net of amortization
|
(3,486
|
)
|
(9,820
|
)
|
||||
Net liability carrying amount
|
$
|
211,514
|
$
|
465,180
|
2016
|
||||||||
Amortization of debt issuance costs
|
$
|
6,334
|
$
|
338
|
||||
Interest expense
|
5,558
|
1,266
|
||||||
Total interest expense recognized
|
$
|
11,892
|
$
|
1,604
|
||||
Effective interest rate |
3.30%
|
2.84%
|
Due 2024
|
||||
Issuance date
|
||||
Maturity date
|
||||
Principal amount
|
$
|
287,500
|
||
Cash coupon rate (per annum)
|
1.25
|
%
|
||
Conversion rate effective September 15, 2023 (per $1000 principal amount)
|
12.026
|
|||
Effective conversion price effective September 15, 2023 (per ADS)
|
$
|
83.15
|
Principal
|
$
|
287,500
|
||
Less:
|
||||
Debt issuance costs, net of amortization
|
(5,182
|
)
|
||
Unamortized discount
|
(46,190
|
)
|
||
Net liability carrying amount
|
$
|
236,128
|
||
Equity component - net carrying value
|
$
|
51,176
|
Year Ended
|
||||
Amortization of debt issuance costs
|
$
|
609
|
||
Non-cash amortization of debt discount
|
6,278
|
|||
Interest expense
|
3,414
|
|||
Net liability carrying amount
|
$
|
10,301
|
||
Equity component - net carrying value |
4.68%
|
Year ended December 31, 2017
|
||||||||||||||||
Customer Engagement
(1) (2)
|
Financial Crime and Compliance
|
Not
allocated
|
Total
|
|||||||||||||
Revenues
|
$
|
1,051,350
|
$
|
280,802
|
$
|
-
|
$
|
1,332,152
|
||||||||
Operating income
|
$
|
175,247
|
$
|
101,774
|
$
|
(126,951
|
)
|
$
|
150,071
|
Year ended December 31, 2016
|
||||||||||||||||
Customer Engagement
(1) (2)
|
Financial Crime and Compliance
|
Not
allocated
|
Total
|
|||||||||||||
Revenues
|
$
|
754,398
|
$
|
261,144
|
$
|
-
|
$
|
1,015,542
|
||||||||
Operating income
|
$
|
202,893
|
$
|
89,990
|
$
|
(158,707
|
)
|
$
|
134,176
|
Year ended December 31, 2015
|
||||||||||||||||
Customer Engagement
(1) (2)
|
Financial Crime and Compliance
|
Not
allocated
|
Total
|
|||||||||||||
Revenues
|
$
|
688,060
|
$
|
238,807
|
$
|
-
|
$
|
926,867
|
||||||||
Operating income
|
$
|
206,994
|
$
|
73,131
|
$
|
(114,019
|
)
|
$
|
166,106
|
(1) |
Includes the results of a certain operation (formerly part of the Security Solutions segment), which was retained following the above mentioned divestiture and integrated within the Customer Engagement operating segment.
|
2016
|
||||||||
Customer Engagement
|
$
|
104,981
|
$
|
68,935
|
||||
Financial Crime and Compliance
|
9,636
|
13,192
|
||||||
Non-allocated
|
3,658
|
5,551
|
||||||
$
|
118,275
|
$
|
87,678
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Americas, principally the US
|
$
|
1,035,871
|
$
|
720,520
|
$
|
630,096
|
||||||
EMEA (*)
|
186,268
|
189,223
|
192,640
|
|||||||||
Israel
|
3,693
|
4,295
|
4,231
|
|||||||||
Asia Pacific
|
106,320
|
101,504
|
99,900
|
|||||||||
$
|
1,332,152
|
$
|
1,015,542
|
$
|
926,867
|
2016
|
||||||||
Americas, principally the US
|
$
|
70,404
|
$
|
49,175
|
||||
EMEA (*)
|
3,557
|
3,398
|
||||||
Israel
|
37,571
|
28,237
|
||||||
Asia Pacific
|
6,743
|
6,868
|
||||||
$
|
118,275
|
$
|
87,678
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Total costs
|
$
|
211,406
|
$
|
151,698
|
$
|
132,039
|
||||||
Less - grants and participations
|
(2,363
|
)
|
(1,668
|
)
|
(2,174
|
)
|
||||||
Less - capitalization of software development costs
|
(27,936
|
)
|
(8,502
|
)
|
(1,380
|
)
|
||||||
$
|
181,107
|
$
|
141,528
|
$
|
128,485
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Financial income:
|
||||||||||||
Interest and amortization/accretion of premium/discount on marketable securities, net
|
$
|
2,537
|
$
|
5,607
|
$
|
6,844
|
||||||
Exchange rates differences
|
241
|
3,961
|
-
|
|||||||||
Realized gain on marketable securities
|
-
|
3,388
|
32
|
|||||||||
Interest
|
1,149
|
953
|
430
|
|||||||||
3,927
|
13,909
|
7,306
|
||||||||||
Financial expenses:
|
||||||||||||
Interest
|
)
|
(1,861
|
)
|
(66
|
)
|
|||||||
Debt issuance costs amortization
|
)
|
(338
|
)
|
-
|
||||||||
Exchangeable Senior Notes amortization of discount
|
(6,278
|
)
|
-
|
-
|
||||||||
Exchange rates differences
|
-
|
-
|
(731
|
)
|
||||||||
Other
|
(1,518
|
)
|
(925
|
)
|
(780
|
)
|
||||||
(24,319
|
)
|
(3,124
|
)
|
(1,577
|
)
|
|||||||
Other expenses, net
|
(19
|
)
|
(480
|
)
|
(425
|
)
|
||||||
$
|
(20,411
|
)
|
$
|
10,305
|
$
|
5,304
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Net income from continuing operations available to ordinary shareholders
|
$
|
143,291
|
$
|
123,069
|
$
|
140,578
|
||||||
Net income from discontinued operations available to ordinary shareholders
|
-
|
(6,149
|
)
|
118,253
|
||||||||
Net income to Ordinary shareholders
|
$
|
143,291
|
$
|
116,920
|
$
|
258,831
|
Year ended December 31,
|
||||||||||||
2016
|
2015
|
|||||||||||
Denominator for basic net earnings per share:
|
||||||||||||
Weighted average number of shares
|
60,444
|
59,667
|
59,552
|
|||||||||
Effect of dilutive securities:
|
||||||||||||
Add - employee stock options and RSU
|
1,675
|
1,368
|
1,729
|
|||||||||
Denominator for diluted net earnings per share - adjusted weighted average shares
|
62,119
|
61,035
|
61,281
|
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/15/24 | ||||
9/15/23 | ||||
12/31/21 | ||||
11/14/21 | ||||
12/15/19 | ||||
12/31/18 | 20-F, SD | |||
12/15/18 | ||||
5/25/18 | SC TO-T/A | |||
Filed on: | 3/30/18 | |||
3/29/18 | ||||
3/20/18 | ||||
3/14/18 | ||||
3/8/18 | ||||
2/13/18 | SC 13G, SC 13G/A | |||
2/12/18 | SC 13G/A | |||
2/9/18 | SC 13G | |||
1/1/18 | ||||
For Period end: | 12/31/17 | SD | ||
12/29/17 | ||||
12/22/17 | ||||
12/15/17 | ||||
10/31/17 | SC 13G | |||
10/26/17 | ||||
10/11/17 | ||||
7/15/17 | ||||
4/7/17 | ||||
3/31/17 | ||||
3/29/17 | ||||
1/18/17 | ||||
1/10/17 | 6-K | |||
1/6/17 | ||||
1/1/17 | ||||
12/31/16 | 20-F, SD | |||
12/21/16 | 6-K | |||
11/14/16 | 6-K, S-8 | |||
8/4/16 | ||||
6/23/16 | ||||
6/10/16 | ||||
6/6/16 | ||||
5/17/16 | 6-K | |||
4/14/16 | ||||
3/22/16 | 6-K | |||
3/11/16 | ||||
1/11/16 | 6-K | |||
1/1/16 | ||||
12/31/15 | 20-F, SD | |||
10/30/15 | ||||
9/18/15 | 6-K | |||
8/27/15 | ||||
7/9/15 | 6-K | |||
7/1/15 | 6-K | |||
5/6/15 | 6-K | |||
4/24/15 | F-6 | |||
1/1/15 | ||||
12/31/14 | 20-F, SD | |||
2/4/14 | 6-K | |||
1/1/14 | ||||
12/31/13 | 20-F, SD | |||
11/11/13 | ||||
9/10/13 | ||||
8/27/13 | 6-K | |||
2/13/13 | 6-K, SC 13G/A | |||
1/1/13 | ||||
6/14/12 | ||||
4/5/12 | ||||
1/1/12 | ||||
12/31/11 | 20-F | |||
9/19/11 | 6-K | |||
6/9/10 | 6-K | |||
5/1/09 | ||||
4/7/99 | ||||
12/29/95 | ||||
1/1/95 | ||||
List all Filings |