What changed in this filing

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Item 1. Financial Statements

2022-07-01 compared with 2022-04-01 · 87 added, 148 removed, 486 unchanged (33% of the section changed)

3 unchanged sentences

(in millions, except for share data)

February 28, 2022

August 31, 2021

6 unchanged sentences

Total current assets

Property, plant and equipment, net of accumulated depreciation of $ 5,328 as of February 28, 2022 and $ 5,033 as of August 31, 2021

Property, plant and equipment, net of accumulated depreciation of $ 5,482 as of May 31, 2022 and $ 5,033 as of August 31, 2021

Operating lease right-of-use asset

Intangible assets, net of accumulated amortization of $ 457 as of February 28, 2022 and $ 442 as of August 31, 2021

Intangible assets, net of accumulated amortization of $ 464 as of May 31, 2022 and $ 442 as of August 31, 2021

Deferred income taxes

17 unchanged sentences

Common stock, $ 0.001 par value, authorized 500,000,000 shares;

270,392,290 and 267,418,092 shares issued and 142,392,135 and 144,496,077 shares outstanding as of February 28, 2022 and August 31, 2021, respectively

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 capital

1 unchanged sentence

Accumulated other comprehensive loss

Treasury stock at cost, 128,000,155 and 122,922,015 shares as of February 28, 2022 and August 31, 2021, respectively

Treasury stock at cost, 131,556,396 and 122,922,015 shares as of May 31, 2022 and August 31, 2021, respectively

Total Jabil Inc.

7 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Cost of revenue

5 unchanged sentences

Operating income

Loss on debt extinguishment

Gain on securities

Other expense (income)

Interest income

11 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Other comprehensive income:

2 unchanged sentences

Change in fair value of derivatives

Adjustment for net gains realized and included in net income

Adjustment for net losses (gains) realized and included in net income

Total change in derivative instruments

10 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Total stockholders' equity, beginning balances

3 unchanged sentences

Shares issued under employee stock purchase plan

Purchase of noncontrolling interest

Recognition of stock-based compensation

5 unchanged sentences

Ending balances

Accumulated other comprehensive loss:

Accumulated other comprehensive (loss) income:

Beginning balances

9 unchanged sentences

Net income attributable to noncontrolling interests

Purchase of noncontrolling interest

Declared dividends to noncontrolling interests

5 unchanged sentences

(in millions)

Six months ended

February 28, 2022

February 28, 2021

Nine months ended

Cash flows provided by operating activities:

32 unchanged sentences

(the “Company”) for the fiscal year ended August 31, 2021.

Results for the six months ended February 28, 2022 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2022.

Results for the nine months ended May 31, 2022 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2022.

Trade Accounts Receivable Sale Programs

1 unchanged sentence

As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.

As of February 28, 2022, the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase specific accounts receivable at any one time up to a:

As of May 31, 2022, the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase specific accounts receivable at any one time up to a:

(i) maximum aggregate amount available of $ 2.0 billion under nine trade accounts receivable sale programs, (ii) maximum amount available of 400 million CNY under one trade accounts receivable sale program and (iii) maximum amount available of 100 million CHF under one trade accounts receivable sale program.

1 unchanged sentence

The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the trade accounts receivable sale programs.

Servicing fees related to the trade accounts receivable sale programs recognized during the three months and six months ended February 28, 2022 and 2021 were not material.

Servicing fees related to the trade accounts receivable sale programs recognized during the three months and nine months ended May 31, 2022 and 2021 were not material.

The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

1 unchanged sentence

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Trade accounts receivable sold (1)

4 unchanged sentences

Inventories consist of the following (in millions):

February 28, 2022

August 31, 2021

5 unchanged sentences

During fiscal year 2022, the Company entered into new operating and finance leases.

The future minimum lease payments under these new leases as of February 28, 2022 were as follows (in millions):

Payments due by period (in millions)

The future minimum lease payments under these new leases as of May 31, 2022 were as follows (in millions):

Payments due by period

After 5 years

4 unchanged sentences

Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of February 28, 2022 and August 31, 2021 are summarized below (in millions):

Notes payable and long-term debt outstanding as of May 31, 2022 and August 31, 2021 are summarized below (in millions):

Maturity Date

February 28, 2022

August 31, 2021

5 unchanged sentences

1.700 % Senior Notes

4.250 % Senior Notes (1)

Borrowings under credit facilities (2)

4 unchanged sentences

Notes payable and long-term debt, less current installments

(1) As of February 28, 2022, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities.

(1) On May 4, 2022, the Company issued $ 500 million of registered 4.250 % Senior Notes due 2027 (the “Green Bonds” or the “ 4.250 % Senior Notes”).

On May 31, 2022, the net proceeds from the offering were used to redeem the Company’s 4.700 % Senior Notes due in 2022 and pay the applicable “make-whole” premium and accrued interest.

In addition, the Company intends to allocate an amount equal to the net proceeds from this offering to finance or refinance eligible expenditures under the Company’s new green financing framework.

(2) As of May 31, 2022, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities.

The senior unsecured credit agreement dated as of January 22, 2020 and amended on April 28, 2021 (the “Credit Facility”) acts as the back-up facility for commercial paper outstanding, if any.

5 unchanged sentences

The Company is also subject to certain covenants requiring the Company to offer to repurchase the 4.900 %, 3.950 %, 3.600 %, 3.000 %, 1.700 % or 4.250 % Senior Notes upon a change of control.

As of February 28, 2022 and August 31, 2021, the Company was in compliance with its debt covenants.

As of May 31, 2022 and August 31, 2021, the Company was in compliance with its debt covenants.

Refer to Note 15 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

Asset-Backed Securitization Program

Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits

administered by an unaffiliated financial institution on a monthly basis.

In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis.

1 unchanged sentence

The Company continues servicing the receivables sold and in exchange receives a servicing fee under the global asset-backed securitization program.

Servicing fees related to the asset-backed securitization programs recognized during the three months and six months ended February 28, 2022 and 2021 were not material.

Servicing fees related to the asset-backed securitization programs recognized during the three months and nine months ended May 31, 2022 and 2021 were not material.

The special purpose entity in the global asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements.

Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of February 28, 2022.

The global asset-backed securitization program expires on November 25, 2024 and the maximum amount of net cash proceeds available at any one time is $ 600 million.

As of February 28, 2022, the Company had no available liquidity under its global asset-backed securitization program.

As of May 31, 2022, the Company had no available liquidity under its global asset-backed securitization program.

In connection with the asset-backed securitization programs, the Company recognized the following (in millions):

Three months ended

Six months ended

February 28, 2022

February 28, 2021 (4)

February 28, 2022

February 28, 2021 (4)

Nine months ended

May 31, 2021 (4)

Trade accounts receivable sold (1)

6 unchanged sentences

The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Credit Facility.

As of February 28, 2022 and August 31, 2021, the Company was in compliance with all covenants under the global asset-backed securitization program.

As of May 31, 2022 and August 31, 2021, the Company was in compliance with all covenants under the global asset-backed securitization program.

Accrued Expenses

Accrued expenses consist of the following (in millions):

February 28, 2022

August 31, 2021

Inventory deposits

Contract liabilities (1)

Accrued compensation and employee benefits

Inventory deposits

Other accrued expenses

Accrued expenses

(1) Revenue recognized during the six months ended February 28, 2022 and 2021 that was included in the contract liability balance as of August 31, 2021 and 2020 was $ 196 million and $ 233 million , respectively.

(1) Revenue recognized during the nine months ended May 31, 2022 and 2021 that was included in the contract liability balance as of August 31, 2021 and 2020 was $ 269 million and $ 306 million , respectively.

Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

The following table provides information about the net periodic benefit cost for all plans for the three months and six months ended February 28, 2022 and 2021 (in millions):

The following table provides information about the net periodic benefit cost (credit) for all plans for the three months and nine months ended May 31, 2022 and 2021 (in millions):

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Service cost (1)

4 unchanged sentences

Amortization of prior service cost (2)

Net periodic benefit cost

Net periodic benefit cost (credit)

(1) Service cost is recognized in cost of revenue in the Condensed Consolidated Statement of Operations.

10 unchanged sentences

Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses.

A hedging relationship existed with an aggregate notional amount outstanding of $ 1.2 billion and $ 1.5 billion as of February 28, 2022 and August 31, 2021, respectively.

A hedging relationship existed with an aggregate notional amount outstanding of $ 1.3 billion and $ 1.5 billion as of May 31, 2022 and August 31, 2021, respectively.

The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges.

The forward foreign exchange contract transactions will effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between March 1, 2022 and February 28, 2023.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between June 1, 2022 and May 31, 2023.

In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity.

The aggregate notional amount of these outstanding contracts as of February 28, 2022 and August 31, 2021, was $ 3.0 billion and $ 3.6 billion, respectively.

The aggregate notional amount of these outstanding contracts as of May 31, 2022 and August 31, 2021, was $ 3.1 billion and $ 3.6 billion, respectively.

Refer to Note 15 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

The gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material for all periods presented and are included as components of net revenue, cost of revenue and selling, general and administrative expense, which are the same line items in which the hedged items are recorded.

The following table presents the gains from forward contracts recorded in the Condensed Consolidated Statements of Operations for the periods indicated (in millions):

The following table presents the net (losses) gains from forward contracts recorded in the Condensed Consolidated Statements of Operations for the periods indicated (in millions):

Derivatives Not Designated as Hedging Instruments Under ASC 815

Location of Gain on Derivatives Recognized in Net Income

Amount of Gain Recognized in Net Income on Derivatives

Location of (Loss) Gain on Derivatives Recognized in Net Income

Amount of (Loss) Gain Recognized in Net Income on Derivatives

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Forward foreign exchange contracts (1)

Cost of revenue

(1) For the three months and six months ended February 28, 2022, the Company recognized $ 9 million and $ 37 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

For the three months and six months ended February 28, 2021, the Company recognized $ 26

million and $ 99 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

(1) For the three months and nine months ended May 31, 2022, the Company recognized $ 64 million and $ 27 million, respectively, of foreign currency gains in cost of revenue, which are offset by the losses from the forward foreign exchange contracts.

For the three months and nine months ended May 31, 2021, the Company recognized $ 22 million and $ 121 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

Interest Rate Risk Management

1 unchanged sentence

Cash Flow Hedges

The following table presents the interest rate swaps outstanding as of February 28, 2022, which have been designated as hedging instruments and are accounted for as cash flow hedges:

The following table presents the interest rate swaps outstanding as of May 31, 2022, which have been designated as hedging instruments and are accounted for as cash flow hedges:

Interest Rate Swap Summary

5 unchanged sentences

Anticipated Debt Issuance

November 2, 2020

July 31, 2024

Anticipated Debt Issuance

July 31, 2024

(1) During March 2022, the Company entered into new cash flow hedges.

These cash flow hedges have an aggregate notional amount totaling $ 170 million and are related to an anticipated debt issuance.

(1) The contracts will be settled with the respective counterparties on a net basis at the expiration date for the forward interest rate swap.

(2) If the anticipated debt issuance occurs before July 31, 2024, the contracts will be terminated simultaneously with the debt issuance.

Contemporaneously with the issuance of our 3.000 % Notes in July 2020, the Company amended interest rate swap agreements with a notional value of $ 200.0 million, with mandatory termination dates from August 15, 2020 to February 15, 2022 (the “2020 Extended Interest Rate Swaps”).

Contemporaneously with the issuance of the 4.250 % Senior Notes, in April 2022 the Company settled cash flow hedges with an aggregate notional amount of $ 250 million and $ 170 million, with effective dates of November 2020 and March 2022, respectively.

The cash received for the cash flow hedges at settlement was $ 46 million.

The settled cash flow hedges are recorded in the Condensed Consolidated Balance Sheets as a component of accumulated other comprehensive income (“AOCI”) and are amortized to interest expense in the Condensed Consolidated Statements of Operations.

Contemporaneously with the issuance of the 3.000 % Senior Notes in July 2020, the Company amended interest rate swap agreements with a notional amount of $ 200 million, with mandatory termination dates from August 15, 2020 to February 15, 2022 (the “2020 Extended Interest Rate Swaps”).

In addition, the Company entered into interest rate swaps to offset future exposures of fluctuations in the fair value of the 2020 Extended Interest Rate Swaps (the “Offsetting Interest Rate Swaps”).

1 unchanged sentence

Accumulated Other Comprehensive Income

The following table sets forth the changes in accumulated other comprehensive income (“AOCI”), net of tax, by component for the six months ended February 28, 2022 (in millions):

The following table sets forth the changes in AOCI, net of tax, by component for the nine months ended May 31, 2022 (in millions):

Service (Cost) Credit

3 unchanged sentences

Other comprehensive (loss) income (1)

Balance as of February 28, 2022

Balance as of May 31, 2022

(1) Amounts are net of tax, which are immaterial.

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

Comprehensive Income Components

Financial Statement Line Item

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Realized (gains) losses on derivative instruments:

Realized losses (gains) on derivative instruments:

Foreign exchange contracts

6 unchanged sentences

(1) The Company expects to reclassify $ 20 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(2) Amounts are included in the computation of net periodic benefit pension cost.

(2) Amounts are included in the computation of net periodic benefit cost (credit).

Refer to Note 8 – “Postretirement and Other Employee Benefits” for additional information.

(3) Amounts are net of tax, which are immaterial for the three months and six months ended February 28, 2022 and 2021.

(3) Amounts are net of tax, which are immaterial for the three months and nine months ended May 31, 2022 and 2021.

Stockholders’ Equity

1 unchanged sentence

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Restricted stock units

Employee stock purchase plan

As of February 28, 2022, the shares available to be issued under the 2021 Equity Incentive Plan w ere 9,894,144 .

As of May 31, 2022, the shares available to be issued under the 2021 Equity Incentive Plan w ere 9,940,536 .

Restricted Stock Units

5 unchanged sentences

The market-based restricted stock units ha ve a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.

During the six months ended February 28, 2022 and 2021, the Company awarded approximately 0.7 million and 1.2 million time-based restricted stock units, respectively, 0.2 million and 0.4 million performance-based restricted stock units, respectively, and 0.2 million and 0.3 million market-based restricted stock units, respectively.

During the nine months ended May 31, 2022 and 2021, the Company awarded approximately 0.7 million and 1.2 million time-based restricted stock units, respectively, 0.2 million and 0.4 million performance-based restricted stock units, respectively, and 0.2 million and 0.3 million market-based restricted stock units, respectively.

The following represents the stock-based compensation information as of the period indicated (in millions):

February 28, 2022

Unrecognized stock-based compensation expense—restricted stock units

3 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Common stock outstanding:

Beginning balances

Shares issued upon exercise of stock options

Shares issued under employee stock purchase plan

8 unchanged sentences

(1) In July 2021, the Board of Directors approved an authorization for the repurchase of up to $ 1.0 billion of the Company’s common stock (the “2022 Share Repurchase Program”).

As of February 28, 2022, 5.1 million shares had been repurchased for $ 314 million and $ 686 million remains available under the 2022 Share Repurchase Program.

As of May 31, 2022, 8.6 million shares had been repurchased for $ 517 million and $ 483 million remains available under the 2022 Share Repurchase Program.

Concentration of Risk and Segment Data

1 unchanged sentence

Sales of the Company’s products are concentrated among specific customers.

During the six months ended February 28, 2022, the Company’s five largest customers accounted for approximately 47 % of its net revenue and 78 customers accounted for approximately 90 % of its net revenue.

During the nine months ended May 31, 2022, the Company’s five largest customers accounted for approximately 45 % of its net revenue and 79 customers accounted for approximately 90 % of its net revenue.

Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments.

8 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Segment income and reconciliation of income before income tax

6 unchanged sentences

Acquisition and integration charges

Loss on debt extinguishment

Gain on securities

Other expense (net of periodic benefit cost)

4 unchanged sentences

Three months ended

February 28, 2022

February 28, 2021

Timing of transfer

Point in time

Six months ended

February 28, 2022

February 28, 2021

Nine months ended

Timing of transfer

4 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Foreign source revenue

2 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

federal statutory income tax rate

Effective income tax rate

The effective income tax rate decreased for the three months and six months ended February 28, 2022, compared to the three months and six months ended February 28, 2021, primarily due to decreased losses in tax jurisdictions with existing valuation allowances for the three months and six months ended February 28, 2022.

The effective income tax rate differed for the three months and nine months ended May 31, 2022, compared to the three months and nine months ended May 31, 2021, primarily due to:

(i) decreased losses in tax jurisdictions with existing valuation allowances for the three months and nine months ended May 31, 2022 and (ii) a $ 17 million income tax expense during the three months ended May 31, 2022 for an unrecognized tax benefit related to the taxation of certain prior year intercompany transactions.

The effective income tax rate differed from the U.S.

federal statutory income tax rate of 21.0% during the three months and six months ended February 28, 2022 and 2021, primarily due to:

(i) losses in tax jurisdictions with existing valuation allowances and (ii) tax incentives granted to sites in China, Malaysia, Singapore and Vietnam.

federal statutory income tax rate of 21.0% during the three months and nine months ended May 31, 2022 and 2021, primarily due to:

(i) losses in tax jurisdictions with existing valuation allowances, (ii) tax incentives granted to sites in China, Malaysia, Singapore and Vietnam, and (iii) a $ 17 million income tax expense during the three months ended May 31, 2022 for an unrecognized tax benefit related to the taxation of certain prior year intercompany transactions.

Earnings Per Share and Dividends

8 unchanged sentences

Three months ended

Six months ended

February 28, 2022

February 28, 2021

February 28, 2022

February 28, 2021

Nine months ended

Restricted stock units

Employee stock purchase plan

The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 28, 2022 and 2021 (in millions, except for per share data):

The following table sets forth cash dividends declared by the Company to common stockholders during the nine months ended May 31, 2022 and 2021 (in millions, except for per share data):

Declaration Date

10 unchanged sentences

March 2, 2022

April 21, 2022

Fiscal Year 2021:

5 unchanged sentences

March 2, 2021

April 22, 2021

Fair Value Measurements

Fair Value Measurements on a Recurring Basis

The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated:

(in millions)

The following table presents the fair value of the Company's financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated (in millions):

Fair Value Hierarchy

February 28, 2022

August 31, 2021

27 unchanged sentences

Assets Held for Sale

The following table presents the assets held for sale:

February 28, 2022

The following table presents the assets held for sale (in millions):

August 31, 2021

(in millions)

Carrying Amount

1 unchanged sentence

Assets held for sale (1)

(1) During the three months ended February 28, 2022, the Company sold assets held for sale with a carrying value of $ 30 million.

As of February 28, 2022 and August 31, 2021, the carrying value of $ 31 million of assets held for sale approximates the fair value with the asset values measured using Level 2 inputs.

(1) During the nine months ended May 31, 2022, the Company sold assets held for sale with a carrying value of $ 61 million.

Fair Value of Financial Instruments

3 unchanged sentences

however, the Company estimates the fair values of notes payable and long-term debt for disclosure purposes.

The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated:

February 28, 2022

The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):

August 31, 2021

(in millions)

Fair Value Hierarchy

8 unchanged sentences

1.700 % Senior Notes

4.250 % Senior Notes

(1) The fair value estimates are based upon observable market data.

48 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements