Jabil 10-Q 2022-05-31

Filed 2022-07-01. 8 sections, 174K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended May 31, 2022

or

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

For the transition period from to

Commission File Number: 001-14063

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JABIL INC.

(Exact name of registrant as specified in its charter)

Delaware38-1886260
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

10800 Roosevelt Boulevard North, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

(727) 577-9749

(Registrant’s telephone number, including area code)

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

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareJBLNew York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of June 21, 2022, there were 137,554,586 shares of the registrant’s Common Stock outstanding.

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JABIL INC. AND SUBSIDIARIES INDEX

Part I – Financial Information
Item 1.Financial Statements
Condensed Consolidated Balance Sheets as of May 31, 2022 and August 31, 20211
Condensed Consolidated Statements of Operations for the three months and nine months ended May 31, 2022 and 20212
Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended May 31, 2022 and 20213
Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended May 31, 2022 and 20214
Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2022 and 20215
Notes to Condensed Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18
Item 3.Quantitative and Qualitative Disclosures About Market Risk27
Item 4.Controls and Procedures27
Part II – Other Information
Item 1.Legal Proceedings28
Item 1A.Risk Factors28
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds29
Item 3.Defaults Upon Senior Securities30
Item 4.Mine Safety Disclosures30
Item 5.Other Information30
Item 6.Exhibits31
Signatures33

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share data)

May 31, 2022 (Unaudited)August 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$1,070$1,567
Accounts receivable, net of allowance for doubtful accounts3,1933,141
Contract assets1,276998
Inventories, net5,9814,414
Prepaid expenses and other current assets952757
Total current assets12,47210,877
Property, plant and equipment, net of accumulated depreciation of $5,482 as of May 31, 2022 and $5,033 as of August 31, 20213,8944,075
Operating lease right-of-use asset481390
Goodwill711715
Intangible assets, net of accumulated amortization of $464 as of May 31, 2022 and $442 as of August 31, 2021167182
Deferred income taxes174176
Other assets272239
Total assets$18,171$16,654
LIABILITIES AND EQUITY
Current liabilities:
Current installments of notes payable and long-term debt$1$—
Accounts payable7,0826,841
Accrued expenses4,7443,734
Current operating lease liabilities115108
Total current liabilities11,94210,683
Notes payable and long-term debt, less current installments2,8742,878
Other liabilities289334
Non-current operating lease liabilities405333
Income tax liabilities190178
Deferred income taxes114111
Total liabilities15,81414,517
Commitments and contingencies
Equity:
Jabil Inc. stockholders’ equity:
Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding——
Common stock, $0.001 par value, authorized 500,000,000 shares; 270,407,585 and 267,418,092 shares issued and 138,851,189 and 144,496,077 shares outstanding as of May 31, 2022 and August 31, 2021, respectively——
Additional paid-in capital2,6222,533
Retained earnings3,3332,688
Accumulated other comprehensive loss(20)(25)
Treasury stock at cost, 131,556,396 and 122,922,015 shares as of May 31, 2022 and August 31, 2021, respectively(3,579)(3,060)
Total Jabil Inc. stockholders’ equity2,3562,136
Noncontrolling interests11
Total equity2,3572,137
Total liabilities and equity$18,171$16,654

See accompanying notes to Condensed Consolidated Financial Statements.

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JABIL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except for per share data)

(Unaudited)

Three months endedNine months ended
May 31, 2022May 31, 2021May 31, 2022May 31, 2021
Net revenue$8,328$7,215$24,448$21,876
Cost of revenue7,7096,64722,54520,104
Gross profit6195681,9031,772
Operating expenses:
Selling, general and administrative282305870914
Research and development8102527
Amortization of intangibles8122435
Restructuring, severance and related charges—1—6
Operating income321240984790
Loss on debt extinguishment4—4—
Gain on securities—(2)—(2)
Other expense (income)1(4)(2)(7)
Interest income(1)(1)(2)(5)
Interest expense393410597
Income before income tax278213879707
Income tax expense6043198184
Net income218170681523
Net income attributable to noncontrolling interests, net of tax—1—2
Net income attributable to Jabil Inc.$218$169$681$521
Earnings per share attributable to the stockholders of Jabil Inc.:
Basic$1.55$1.14$4.77$3.49
Diluted$1.52$1.12$4.67$3.41
Weighted average shares outstanding:
Basic140.4148.1142.6149.5
Diluted143.3152.0145.8152.8

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are one of the leading providers of worldwide manufacturing services and solutions. We provide comprehensive electronics design, production and product management services to companies in various industries and end markets. Our services enable our customers to reduce manufacturing costs, improve supply-chain management, reduce inventory obsolescence, lower transportation costs and reduce product fulfillment time. Our manufacturing and supply chain management services and solutions include innovation, design, planning, fabrication and assembly, delivery and managing the flow of resources and products. We derive substantially all of our revenue from production and product management services (collectively referred to as “manufacturing services”), which encompass the act of producing tangible components that are built to customer specifications and are then provided to the customer.

We serve our customers primarily through dedicated business units that combine highly automated, continuous flow manufacturing with advanced electronic design and design for manufacturability. We currently depend, and expect to continue to depend for the foreseeable future, upon a relatively small number of customers for a significant percentage of our net revenue, which in turn depends upon their growth, viability and financial stability.

We conduct our operations in facilities that are located worldwide, including but not limited to, China, Ireland, Malaysia, Mexico, Singapore and the United States. We derived a substantial majority, 82.6% and 83.7%, of net revenue from our international operations for the three months and nine months ended May 31, 2022, respectively. Our global manufacturing production sites allow customers to manufacture products simultaneously in the optimal locations for their products. Our global presence is key to assessing and executing on our business opportunities.

We have two reporting segments: Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”), which are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital and risk profiles. Our EMS segment is focused around leveraging IT, supply chain design and engineering, technologies largely centered on core electronics, utilizing our large scale manufacturing infrastructure and our ability to serve a broad range of end markets. Our EMS segment is a high volume business that produces product at a quicker rate (i.e. cycle time) and in larger quantities and includes customers primarily in the 5G, wireless and cloud, digital print and retail, industrial and semi-cap, and networking and storage industries. Our DMS segment is focused on providing engineering solutions, with an emphasis on material sciences, technologies and healthcare. Our DMS segment includes customers primarily in the automotive and transportation, connected devices, healthcare and packaging, and mobility industries.

We monitor the current economic environment and its potential impact on both the customers we serve as well as our end-markets and closely manage our costs and capital resources so that we can respond appropriately as circumstances change.

Refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contained in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021 for further discussion of the items disclosed in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" section as of May 31, 2022 contained herein.

COVID-19

The COVID-19 pandemic, which began to impact us in January 2020, has continued to affect our business and the businesses of our customers and suppliers. Travel and business operation restrictions arising from virus containment efforts of governments around the world have continued to impact our operations in Asia, Europe and the Americas. Essential activity exceptions from these restrictions have allowed us to continue to operate but virus containment efforts have resulted in additional direct costs.

The impact on our suppliers has led to supply chain constraints, including difficulty sourcing materials necessary to fulfill customer production requirements and challenges in transporting completed products to our end customers.

Summary of Results

The following table sets forth, for the periods indicated, certain key operating results and other financial information (in millions, except per share data):

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Three months endedNine months ended
May 31, 2022May 31, 2021May 31, 2022May 31, 2021
Net revenue$8,328$7,215$24,448$21,876
Gross profit$619$568$1,903$1,772
Operating income$321$240$984$790
Net income attributable to Jabil Inc.$218$169$681$521
Earnings per share—basic$1.55$1.14$4.77$3.49
Earnings per share—diluted$1.52$1.12$4.67$3.41

Key Performance Indicators

Management regularly reviews financial and non-financial performance indicators to assess the Company’s operating results. Changes in our operating assets and liabilities are largely affected by our working capital requirements, which are dependent on the effective management of our sales cycle as well as timing of payments. Our sales cycle measures how quickly we can convert our manufacturing services into cash through sales. We believe the metrics set forth below are useful to investors in measuring our liquidity as future liquidity needs will depend on fluctuations in levels of inventory, accounts receivable and accounts payable.

The following table sets forth, for the quarterly periods indicated, certain of management’s key financial performance indicators:

Three months ended
May 31, 2022February 28, 2022May 31, 2021
Sales cycle(1)37 days35 days25 days
Inventory turns (annualized)(2)4 turns4 turns5 turns
Days in accounts receivable(3)35 days38 days40 days
Days in inventory(4)85 days86 days68 days
Days in accounts payable(5)83 days89 days84 days

(1)The sales cycle is calculated as the sum of days in accounts receivable and days in inventory, less the days in accounts payable; accordingly, the variance in the sales cycle quarter over quarter was a direct result of changes in these indicators.

(2)Inventory turns (annualized) are calculated as 360 days divided by days in inventory.

(3)Days in accounts receivable is calculated as accoun

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of May 31, 2022. Based on the Evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

For our fiscal quarter ended May 31, 2022, we did not identify any modifications to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See the discussion in Note 16 - “Commitments and Contingencies” to the Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

We have amended the following Risk Factor that appeared in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.

We derive a substantial majority of our revenues from our international operations, which are subject to a number of different risks and often require more management time and expense than our domestic operations.

Our international operations are subject to a number of risks, including:

  • difficulties in staffing and managing foreign operations and attempting to ensure compliance with our policies, procedures, and applicable local laws;

  • less flexible employee relationships that can be difficult and expensive to terminate due to, among other things, labor laws and regulations;

  • rising labor costs (including the introduction or expansion of certain social programs), in particular within the lower-cost regions in which we operate, due to, among other things, demographic changes and economic development in those regions;

  • labor unrest and dissatisfaction, including potential labor strikes or claims;

  • increased scrutiny by the media and other third parties of labor practices within our industry (including working conditions, compliance with employment and labor laws and compensation) which may result in allegations of violations, more stringent and burdensome labor laws and regulations, higher labor costs and/or loss of revenues if our customers become dissatisfied with our labor practices and diminish or terminate their relationship with us;

  • burdens of complying with a wide variety of foreign laws, including those relating to export and import duties, domestic and foreign import and export controls, trade barriers (including tariffs and quotas), environmental policies and privacy issues, and local statutory corporate governance rules;

  • risk of non-compliance with the U.S. Foreign Corrupt Practices Act (the “FCPA”) or similar regulations in other jurisdictions;

  • less favorable, less predictable, or relatively undefined, intellectual property laws;

  • lack of sufficient or available locations from which to operate or inability to renew leases on terms that are acceptable to us or at all;

  • unexpected changes in regulatory requirements and laws or government or judicial interpretations of such regulatory requirements and laws and adverse trade policies, and adverse changes to any of the policies of either the U.S. or any of the foreign jurisdictions in which we operate;

  • adverse changes in tax rates or accounting rules and the manner in which the U.S. and other countries tax multinational companies or interpret their tax laws or accounting rules or restrictions on the transfer of funds to us from our operations outside the U.S.;

  • limitations on imports or exports of components or products, or other trade sanctions;

  • political and economic instability and unsafe working conditions;

  • geopolitical unrest, including the invasion of Ukraine, the possibility of military activity in countries near or adjacent to Ukraine, and the sanctions and other actions taken by the European Union, the United States and other governments around the world in response;

  • risk of governmental expropriation of our property;

  • inadequate infrastructure for our operations (e.g., lack of adequate power, water, transportation and raw materials);

  • legal or political constraints on our ability to maintain or increase prices;

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  • health concerns, epidemics and related government actions;

  • increased travel costs and difficulty in coordinating our communications and logistics across geographic distances and multiple time zones;

  • longer customer payment cycles and difficulty collecting trade accounts receivable;

  • fluctuations in currency exchange rates;

  • economies that are emerging or developing or that are subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange and other risks;

  • higher potential for theft, misappropriation or unauthorized access to or use of technology, data or intellectual property; and

  • international trade disputes could result in tariffs and other protectionist measures that could adversely affect our business. Tariffs could increase the costs of the components and raw materials we use in the manufacturing process as well as import and export costs for finished products. Countries could adopt other protectionist measures that could limit our ability to manufacture products or provide services. Increased costs to our U.S. customers who use our non-U.S. manufacturing sites and components may adversely impact demand for our services and our results of operation and financial condition. Additionally, international trade disputes may cause our customers to decide to relocate the manufacturing of their products to another location, either within country, or into a new country. Relocations may require considerable management time as well as expenses related to market, personnel and facilities development before any significant revenue is generated, which may negatively affect our margin. Furthermore, there can be no assurance that all customer manufacturing needs can be met in available locations within the desired timeframe, or at all, which may cause us to lose business, which may negatively affect our financial condition and results of operation.

In particular, a significant portion of our manufacturing, design, support and storage operations are conducted in our facilities in China, and revenues associated with our China operations are important to our success. Therefore, our business, financial condition and results of operations may be materially adversely affected by economic, political, legal, regulatory, competitive, infrastructure and other factors in China. International trade disputes or political differences with China could result in tariffs and other measures that could adversely affect the Company’s business. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement and control over economic growth. In addition, our operations in China are governed by Chinese laws, rules and regulations, some of which are relatively new. The Chinese legal system continues to rapidly evolve, which may result in uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations that could have a material adverse effect on our business. China experiences high turnover of direct labor in the manufacturing sector due to the intensely competitive and fluid market for labor, and the retention of adequate labor is a challenge. If our labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our labor needs, then our business and results of operations could be adversely affected. We are also subject to risks associated with our subsidiaries organized in China. For example, regulatory and registration requirements and government approvals affect the financing that we can provide to our subsidiaries. If we fail to receive required registrations and approvals to fund our subsidiaries organized in China, or if our ability to remit currency out of China is limited, then our business and liquidity could be adversely affected.

These factors may harm our results of operations. Also, any measures that we may implement to reduce risks of our international operations may not be effective, may increase our expenses and may require significant management time and effort. Entry into new international markets requires considerable management time as well as start-up expenses related to market, personnel and facilities development before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.

Although we have implemented policies and procedures designed to cause compliance with the FCPA and similar laws, there can be no assurance that all of our employees and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies which could have a material adverse effect on our operations.

This amended Risk Factor should be considered along with the other Risk Factors that could affect our business, results of operations, financial condition or future results included in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our repurchase of common stock during the three months ended May 31, 2022:

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PeriodTotal Number of Shares Purchased**(1)**Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program**(2)**Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)****(2)
March 1, 2022 - March 31, 20221,299,001$56.251,299,001$613
April 1, 2022 - April 30, 20221,233,818$58.061,230,875$542
May 1, 2022 - May 31, 20221,023,422$57.601,022,599$483
Total3,556,241$57.273,552,475

(1)The purchases include amounts that are attributable to 3,766 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.

(2)In July 2021, our Board of Directors authorized the repurchase of up to $1.0 billion of our common stock as publicly announced in a press release on July 23, 2021 (the “2022 Share Repurchase Program”).

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Item 6. Exhibits

Index to Exhibits

Incorporated by Reference Herein
Exhibit No.DescriptionFormExhibitFiling Date/Period End Date
1.1Underwriting Agreement, dated as of April 20, 2022, among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters listed therein.8-K1.15/4/2022
3.1Registrant’s Certificate of Incorporation, as amended.10-Q3.15/31/2017
3.2Registrant’s Bylaws, as amended.10-Q3.25/31/2017
4.1Form of Certificate for Shares of the Registrant’s Common Stock. (P)S-13/17/1993
4.2Indenture, dated January 16, 2008, with respect to Senior Debt Securities of the Registrant, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee.8-K4.21/17/2008
4.3Form of 4.250% Registered Senior Notes due 2027 (included as Exhibit A to the Officers’ Certificate filed herewith as Exhibit 4.8).8-K4.15/4/2022
4.4Officers’ Certificate, dated as of January 17, 2018, establishing the 3.950% Senior Notes due 2028.8-K4.11/17/2018
4.5Officers’ Certificate, dated as of January 15, 2020, establishing the 3.600% Senior Notes due 2030.8-K4.11/15/2020
4.6Officers’ Certificate, dated as of July 13, 2020, establishing the 3.000% Senior Notes due 2031.8-K4.17/13/2020
4.7Officers’ Certificate, dated as of April 14, 2021, establishing the 1.700% Senior Notes due 2026.8-K4.14/14/2021
4.8Officers’ Certificate, dated as of May 4, 2022, establishing the 4.250% Senior Notes due 2027.8-K4.15/4/2022
10.1†*Form of Jabil Inc. Two-Year Cliff Restricted Stock Unit Award Agreement (TBRSU – Global Executive).
31.1*Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.
31.2*Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.
32.1*Section 1350 Certification by the Chief Executive Officer.
32.2*Section 1350 Certification by the Chief Financial Officer.
101The following financial information from Jabil’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of May 31, 2022 and August 31, 2021, (ii) Condensed Consolidated Statements of Operations for the three months and nine months ended May 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended May 31, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months and nine months ended May 31, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2022 and 2021, and (vi) the Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (Embedded within the inline XBRL Document in Exhibit 101).
†Indicates management compensatory plan, contract or arrangement
*Filed or furnished herewith

Certain instruments with respect to long-term debt of the Registrant and its consolidated subsidiaries are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K since the total amount of securities authorized under each such instrument

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does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JABIL INC. Registrant
Date: July 1, 2022By:/s/ MARK T. MONDELLO
Mark T. Mondello Chief Executive Officer
Date: July 1, 2022By:/s/ MICHAEL DASTOOR
Michael Dastoor Chief Financial Officer