What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-03-01 · 129 added, 175 removed, 467 unchanged (39% of the section changed)

Controls and Procedures.

The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.

Disclosure Controls and Procedures

The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

8 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The principal executive officer and principal financial officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2021.

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

The Sponsor's management, including the principal executive officer and principal financial officer of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022.

In making its assessment, the Sponsor’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled Internal Control –

Integrated Framework (2013) .

Based on their assessment and those criteria, the principal executive officer and principal financial officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2021.

Based on their assessment and those criteria, the Sponsor's management concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2022.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this Form 10-K, as stated in their report which is included herein.

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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable. 

Directors, Executive Officers and Corporate Governance.

1 unchanged sentence

The following persons, in their respective capacities as directors or executive officers of the Sponsor, a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.

Paul Lohrey is the President and Chief Executive Officer of the Sponsor and Trent Walker is the Chief Financial Officer of the Sponsor.

The Sponsor is managed by a Board of Directors composed of Rachel Aquirre, Philip Jensen, Peter Landini, Kimun Lee, and Paul Lohrey.

Paul Lohrey, CFA, 59, has served as President and Chief Executive Officer of the Sponsor since November 2015.

Lohrey joined BlackRock, Inc., a global asset management firm, as a Managing Director performing supervisory and managerial functions in June 2010.

Prior to joining BlackRock, Mr. Lohrey served as Chief Investment Officer, Europe, performing supervisory and managerial functions, for The Vanguard Group, an asset management firm, from October 2008 to May 2010.

He also held various positions in equity and fixed income portfolio management while at Vanguard from August 1994.

Mr. Lohrey earned a Bachelor of Arts in economics from Duke University in 1984 and an MBA in finance from the University of Chicago in 1986.

Trent Walker,  47, became a principal of the Sponsor in June 2021 and serves as its Chief Financial Officer.

Walker has been employed by BlackRock since September 2019 and serves as a Managing Director and Head of Americas Product Oversight and Governance in the Global Accounting and Product Services team, performing supervisory and managerial functions.

Shannon Ghia is the President and Chief Executive Officer, and Bryan Bowers is the Chief Financial Officer of the Sponsor.

The Sponsor is managed by a Board of Directors composed of Philip Jensen, Peter Landini, Kimun Lee, Shannon Ghia and Bryan Bowers.

Shannon Ghia, 46, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022.

Ghia is a Managing Director of BlackRock and has served as Global Co-Head of ETF Markets since January 1, 2022.

ETF Markets encompasses the Global Markets and Product Engineering teams within EII Markets and Investments (“the Engine”) of BlackRock’s ETF and Index Investing organization.

The Engine teams drive investment integrity and market quality in BlackRock’s ETF and index portfolios.

Global Markets and Product Engineering together strive to safeguard ETF trading, evolve the ETF ecosystem and develop best-in-class products with enduring integrity that promote clients’

financial well‑being.

From January 1, 2016 to December 31, 2021, Ms.

Ghia served as the U.S.

Head of iShares Global Markets and was responsible for overseeing primary and secondary trading of the iShares ETF suite and developing the ETF ecosystem.

In this capacity, Ms.

Ghia built out the ETF trading platform and operational best practices to support a greater complexity of products and an acceleration in trading volumes.

She also worked closely with exchanges, ETF service providers and liquidity providers to promote ETF market quality.

Ghia’s service with BlackRock or its affiliates dates to 2002, including her years with Barclays Global Investors.

Ghia earned a BA degree in Business / Economics with an emphasis in Accounting from the University of California, Santa Barbara.

Bryan Bowers , 47, has been employed by BlackRock or its affiliates since September 6, 2011, performing supervisory and managerial functions.

Since October 4, 2021, Mr.

Bowers has served as a Director of BlackRock and manages the Product Oversight and Governance team within BlackRock’s Global Accounting and Product Services (“GAAPS”) function.

In that capacity, Mr.

Walker serves as the Treasurer and Chief Financial Officer of iShares Trust, iShares, Inc.

Bowers oversees fund accounting operations, strategic product initiatives, fund certifications, accounting policies and provides support to the Audit Committee of the Board for each iShares Trust, iShares, Inc.

and iShares U.S.

ETF Trust and Chief Financial Officer of BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V and BlackRock Funds VI.

From September 1, 2014 to October 3, 2021, Mr.

Bowers served as a Director on the Global Financial Reporting on the Business Operations & Technology team within BlackRock’s GAAPS function.

From September 6, 2011 to August 31, 2014, Mr.

Bowers served as a Vice President on BlackRock’s Fund Administration team.

Prior to joining BlackRock, Mr.

Walker served as a Senior Vice President and a Registered Principal of Pacific Investment Management Company LLC, including in the capacity as Treasurer of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, PIMCO-Sponsored Interval Funds and PIMCO-Sponsored Closed-End Funds from January 16, 2015 to August 30, 2019.

Walker received his Bachelor of Science in accounting from Northwest Missouri State University and is a certified public accountant.

Rachel Aguirre, 39, became a principal of the Sponsor in June 2021 and serves as its Director.

Aguirre has been employed by BlackRock since March 2005, including her years with Barclays Global Investors, which merged with BlackRock in 2009 and serves as a Managing Director.

Aguirre has served as the Head of U.S.

Product Engineering since March 2021, performing managerial and supervisory functions.

In that capacity, Ms.

Aguirre oversees a team that designs, launches, and assesses the quality of BlackRock’s indexed ETF products and is a member of the firm’s ETF and Index Investments (“EII”) Markets and Investments Executive Committee and the EII Global Product Executive Committee.

Aguirre served as Co-Head of the Americas Portfolio Engineering team within EII from January 2020 to March 2021.

In that role, Ms.

Aguirre oversaw teams that manage the U.S.

iShares EII product ranges.

Prior to that, Ms.

Aguirre served as Head of Developed Markets Portfolio Engineering from May 2016 to December 2019.

Aguirre received her Bachelor of Science in Mathematics from the College of Creative Studies at UC Santa Barbara and a Master of Science in Financial Mathematics from Stanford University.

Bowers served as an Assistant Vice President of State Street Corporation or its affiliates, where he served as a Unit Manager within the Global and Corporate Bond Accounting Units from September 1, 2007 to September 4, 2011.

Bowers earned his B.S.

degree in accounting from Stockton University.

Philip Jensen , 64, is Chairman of the Sponsor’s audit committee.

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All other fees

 63,800

 62,050

Approval of Independent Registered Public Accounting Firm Services and Fees

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First Amended and Restated Custodian Agreement between The Bank of New York Mellon and JPMorgan Chase Bank N.A., London branch is incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on December 22, 2016

Amendment Agreement to First Amended and Restated Custodian Agreement between The Bank of New York Mellon and JP Morgan Chase Bank N.A., London branch is incorporated by reference to Exhibit 10.2 of Registration Statement No.

333-239613 filed by the Registrant on July 1, 2020

Sub-license Agreement is incorporated by reference to Exhibit 10.2 of Registration Statement No.

333-156506 filed by the Registrant on December 30, 2008

333-156506 filed by the Registrant on December 30, 2008

Consent of PricewaterhouseCoopers LLP

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

Certification by Principal Executive Officer Pursuant to 18 U.S.C.

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Report of Independent Registered Public Accounting Firm

To the Sponsor and Shareholders of iShares ®

 Silver Trust

To the Sponsor and Shareholders of iShares  

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of iShares ®

 Silver Trust (the “Trust”) as of December 31, 2021 and 2020, and the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of iShares  

Silver Trust (the “Trust”) as of December 31, 2022 and 2021, and the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “financial statements”).

We also have audited the Trust’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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A trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A trust’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of management and Sponsor of the Trust;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements.

A trust’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of the Sponsor’s management and the Sponsor of the Trust;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Philadelphia, Pennsylvania

March 1, 2022

February 23, 2023

We have served as the Trust’s auditor since 2006.

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Sponsor’s fees

$ 71,208,965  

$ 50,643,408  

$ 27,765,547  

Total expenses

71,208,965  

50,643,408  

27,765,547  

Net investment loss

( 71,208,965 )  

( 50,643,408 )  

( 27,765,547 )

Net Realized and Unrealized Gain (Loss)

1 unchanged sentence

Silver bullion sold to pay expenses

13,262,117  

7,414,067  

( 2,188,446 )

Silver bullion distributed for the redemption of Shares

1,349,023,048  

921,913,789  

( 176,990,635

1,349,023,048

Net realized gain (loss)

1,362,285,165  

929,327,856  

( 177,029,224

1,362,285,165

Net change in unrealized appreciation/depreciation

( 3,401,406,431 )  

4,075,854,334  

984,801,878  

( 3,401,406,431

4,075,854,334

Net realized and unrealized gain (loss)

( 2,039,121,266 )  

5,005,182,190  

929,698,997  

( 2,039,121,266

5,005,182,190

Net increase (decrease) in net assets resulting from operations

( 2,110,330,231 )  

$ 4,954,538,782  

$ 901,933,450  

( 2,110,330,231

4,954,538,782

Net increase (decrease) in net assets per Share (a)

$ ( 3.46 )  

$ 9.61  

$ 2.47  

Net increase (decrease) in net assets per Share based on average shares outstanding during the year.

5 unchanged sentences

Net Assets, Beginning of Year

$ 14,791,792,720  

$ 6,540,758,565  

$ 4,904,036,623  

Net investment loss

( 71,208,965 )  

( 50,643,408 )  

12,249,234,223

14,791,792,720

6,540,758,565

Net investment loss

Net realized gain (loss)

1,362,285,165  

929,327,856  

( 177,029,224

1,362,285,165

Net change in unrealized appreciation/depreciation

( 3,401,406,431 )  

4,075,854,334  

984,801,878  

( 3,401,406,431

4,075,854,334

Net increase (decrease) in net assets resulting from operations

( 2,110,330,231 )  

4,954,538,782  

901,933,450  

( 2,110,330,231

4,954,538,782

Capital Share Transactions:

Contributions for Shares issued

6,742,609,430  

7,299,222,832  

1,836,353,140  

3,608,993,778

6,742,609,430

7,299,222,832

Distributions for Shares redeemed

( 7,174,837,696 )  

( 4,002,727,459 )  

( 4,680,125,800

( 7,174,837,696

( 4,002,727,459

Net increase (decrease) in net assets from capital share transactions

( 432,228,266 )  

3,296,495,373  

734,788,492  

( 1,071,132,022

( 432,228,266

3,296,495,373

Increase (decrease) in net assets

( 2,542,558,497 )  

8,251,034,155  

1,636,721,942  

( 1,089,149,252

( 2,542,558,497

8,251,034,155

Net Assets, End of Year

$ 12,249,234,223  

$ 14,791,792,720  

$ 6,540,758,565  

11,160,084,971

12,249,234,223

14,791,792,720

Shares issued and redeemed

Shares issued

275,950,000  

398,700,000  

120,750,000  

Shares redeemed

( 303,100,000 )  

( 185,850,000 )  

( 243,150,000

( 303,100,000

( 185,850,000

Net increase (decrease) in Shares issued and outstanding

( 27,150,000 )  

212,850,000  

50,250,000  

See notes to financial statements.

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Proceeds from silver bullion sold to pay expenses

$ 71,843,069  

$ 47,505,972  

$ 27,086,721  

Expenses –

Sponsor’s fees paid

( 71,843,069 )  

( 47,505,972 )  

( 27,086,721 )

Net cash provided by operating activities

4 unchanged sentences

Net increase (decrease) in net assets resulting from operations

$ ( 2,110,330,231 )  

$ 4,954,538,782  

$ 901,933,450  

( 2,110,330,231

4,954,538,782

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Proceeds from silver bullion sold to pay expenses

71,843,069  

47,505,972  

27,086,721  

Net realized (gain) loss

( 1,362,285,165 )  

( 929,327,856 )  

55,102,881  

( 1,362,285,165

( 929,327,856

Net change in unrealized appreciation/depreciation

3,401,406,431  

( 4,075,854,334 )  

( 215,447,290

3,401,406,431

( 4,075,854,334

Change in operating assets and liabilities:

Sponsor’s fees payable

( 634,104 )  

3,137,436  

678,826  

Net cash provided by (used in) operating activities

1 unchanged sentence

Silver bullion contributed for Shares issued

$ 6,742,609,430  

$ 7,299,222,832  

$ 1,836,353,140  

3,608,993,778

6,742,609,430

7,299,222,832

Silver bullion distributed for Shares redeemed

$ ( 7,174,837,696 )  

$ ( 4,002,727,459 )  

( 4,680,125,800

( 7,174,837,696

( 4,002,727,459

See notes to financial statements.

7 unchanged sentences

$ 11,164,718,926  

Total Investments –

Total Investments –

11,164,718,926  

Less Liabilities –

Less Liabilities –

( 4,633,955 )

Net Assets –

Net Assets –

$ 11,160,084,971  

4 unchanged sentences

$ 12,254,397,545  

Total Investments –

Total Investments –

12,254,397,545  

Less Liabilities –

Less Liabilities –

( 5,163,322 )

Net Assets –

Net Assets –

$ 12,249,234,223  

7 unchanged sentences

The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

For the period ended December 31, 2021, the Trust was governed by the provisions of the Second Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of December 22, 2016.

The Third Amended and Restated Depositary Trust Agreement was executed as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

The Trust is governed by the provisions of the Third Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

The Trust seeks to reflect generally the performance of the price of silver.

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The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

2 - Significant Accounting Policies

Significant Accounting Policies

Basis of Accounting

25 unchanged sentences

( 4,680,125,800 )  

1,349,023,048  

( 176,990,635 )

Silver bullion sold to pay expenses

2 unchanged sentences

( 56,964,663 )  

13,262,117  

Net realized gain

Net realized loss

( 177,029,224 )  

5 unchanged sentences

$ 11,164,718,926  

$ 1,362,285,165  

$ ( 177,029,224 )

Year Ended December 31, 2021

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$ 1,362,285,165  

Year Ended December 31, 2019

Year Ended December 31, 2020

Beginning balance

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( 4,002,727,459 )  

( 52,914,435 )

921,913,789  

Silver bullion sold to pay expenses

2 unchanged sentences

( 47,505,972 )  

( 2,188,446 )

Net realized loss

7,414,067  

Net realized gain

929,327,856  

Net change in unrealized appreciation/depreciation

4 unchanged sentences

$ 14,797,590,146  

$ ( 55,102,881 )

$ 929,327,856  

Calculation of Net Asset Value

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The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2022 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

3 - Trust Expenses

Trust Expenses

The Trust pays to the Sponsor a Sponsor’s fee that accrues daily at an annualized rate equal to 0.50 % of the net asset value of the Trust, paid monthly in arrears.

The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

the Trustee’s fee and reimbursement for its reasonable out-of-pocket expenses, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $ 100,000 per annum in legal fees and expenses. Effective January 31, 2022, the Sponsor has agreed to assume up to $ 500,000 per annum in legal fees and expenses.

4 - Related Parties

the Trustee’s fee and reimbursement for its reasonable out-of-pocket expenses, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and, effective January 31, 2022, up to $ 500,000 per annum in legal fees and expenses.

Prior to January 31, 2022, the Sponsor had agreed to assume up to $ 100,000 per annum in legal fees and expenses.

The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of the amount required under the Trust Agreement. To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust. 

Related Parties

The Sponsor and the Trustee are considered to be related parties to the Trust.

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

5 - Indemnification

Indemnification

The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

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The Trust has agreed that the Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Custodian’s negligence, fraud or willful default in the performance of its duties.

6 - Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses.

The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

7 - Concentration Risk

Concentration Risk

Substantially all of the Trust’s assets are holdings of silver bullion, which creates a concentration risk associated with fluctuations in the price of silver.

11 unchanged sentences

and investor confidence.

8 - Financial Highlights

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the years ended December 31, 2022, 2021 and 2020.

37 unchanged sentences

The three levels of the fair value hierarchy are as follows:

Level 1 − 

Level 1  

− 

Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 − 

Level 2  

− 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means;

Level 3 − 

Level 3  

− 

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

3 unchanged sentences

Sponsor of the iShares Silver Trust (registrant)

/s/ Paul Lohrey

/s/ Shannon Ghia

Director, President and Chief Executive Officer

(Principal executive officer)

March 1, 2022

February 23, 2023

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

/s/ Paul Lohrey

/s/ Shannon Ghia

Director, President and Chief Executive Officer

(Principal executive officer)

March 1, 2022

/s/ Trent Walker

Chief Financial Officer

February 23, 2023

/s/ Bryan Bowers

Director and Chief Financial Officer

(Principal financial and accounting officer)

March 1, 2022

/s/ Rachel Aguirre

Rachel Aguirre

March 1, 2022

February 23, 2023

/s/ Philip Jensen

Philip Jensen

March 1, 2022

February 23, 2023

/s/ Peter Landini

Peter Landini

March 1, 2022

February 23, 2023

/s/ Kimun Lee

March 1, 2022

February 23, 2023

1 unchanged sentence

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-K

Item 9A. Controls and Procedures