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Form 8-K ADOBE SYSTEMS INC For: Sep 17

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September 17, 2015 4:04 PM EDT

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 17, 2015 (September 14, 2015)
Adobe Systems Incorporated
(Exact name of Registrant as specified in its charter)
Delaware
 
0-15175
 
77-0019522
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

345 Park Avenue
San Jose, California 95110-2704
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 536-6000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 







Item 2.02. Results of Operations and Financial Condition.
On September 17, 2015, Adobe Systems Incorporated (“Adobe”) issued a press release announcing its financial results for its third fiscal quarter ended August 28, 2015. A copy of this press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this report and the exhibit attached hereto are being furnished and shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
The attached press release includes non-GAAP operating income, non-GAAP net income, non-GAAP tax rate, and non-GAAP diluted net income per share.
These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.
For our internal budgeting and resource allocation process, we use non-GAAP financial measures, net of the related tax impacts, which exclude: (A) stock-based and deferred compensation expenses; (B) restructuring and other charges; (C) amortization of purchased intangibles; (D) accrued loss contingencies; (E) investment gains and losses; (F) income tax adjustments; and (G) the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes.
We use these non-GAAP financial measures in making operating decisions because we believe the measures provide meaningful supplemental information regarding our operational performance and give us a better understanding of how we should invest in research and development and fund infrastructure and go-to-market strategies. We use these measures to help us make budgeting decisions, for example, as between product development expenses and research and development, sales and marketing and general and administrative expenses and to facilitate our internal comparisons to our historical operating results. In addition, we believe these non-GAAP financial measures are useful because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. This allows institutional investors, the analyst community and others to better understand and evaluate our operating results and future prospects in the same manner as management and to compare operating results across accounting periods and to those of our peer companies.
As described above, we exclude the following items from one or more of our non-GAAP measures:
A.     Stock-based and deferred compensation expenses and related tax impact. Stock-based compensation expense consists of charges for employee restricted stock units, performance shares, stock options and employee stock purchases in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options and restricted stock units assumed in connection with our acquisitions. As we apply current stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance, liquidity and our ability to invest in research and development and fund acquisitions and capital expenditures. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations. Deferred compensation expense consists of charges associated with movements in our liability related to our deferred compensation plan. Although deferred compensation expense constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires current cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations. We further believe these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, excluding these items from various non-GAAP measures facilitates comparisons to our competitors’ operating results.
B.     Restructuring and other charges and related tax impact. During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for former Adobe employees whose positions were eliminated and the consolidation of leased facilities. Restructuring and other charges are excluded from non-GAAP results because such expense is not used by us to assess the core profitability of our business operations.

2

C.     Amortization of purchased intangibles and related tax impact. We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) purchased technology, (ii) trademarks, (iii) customer contracts and relationships and (iv) other intangibles. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance, liquidity and our ability to invest in research and development and fund acquisitions and capital expenditures. In addition, excluding this item from various non-GAAP measures facilitates our internal comparisons to our historical operating results and comparisons to our competitors’ operating results.
D.    Accrued loss contingencies associated with one-time litigation events.  In connection with ongoing litigation or similar events, we accrue losses in the event such losses are determined to be both probable and estimable in accordance with Accounting Standards Codification (ASC) 450-20, Loss Contingencies. Upon resolution of the litigation or event, we adjust the accrual to reflect final resolution. From time to time we exclude such activity and the related tax impact when they relate to one-time events that are unrelated to our ongoing business and operating results.
E.     Investment gains and losses and related tax impact. We incur investment gains and losses principally from realized gains or losses from the sale and exchange of marketable equity investments, other-than-temporary declines in the value of marketable and non-marketable equity securities, unrealized holding gains and losses associated with our deferred compensation plan assets (classified as trading securities) and gains and losses on the sale of equity securities held indirectly through investment partnerships. We do not actively trade publicly held securities nor do we rely on these securities positions for funding our ongoing operations. We exclude gains and losses and the related tax impact on these equity securities because these items are unrelated to our ongoing business and operating results.
F.     Income tax adjustments. Our Income tax expense is based on our GAAP taxable income and actual tax rates in effect, which can differ significantly from the long-term non-GAAP tax rate applied to our non-GAAP financial results. In arriving at our long-term non-GAAP tax rate, certain non-recurring and period specific income tax adjustments, such as a one-time tax charge in connection with an acquisition, reenactment of the Federal Research and Development tax credit and resolution of an income tax audit, are made to help us to assess the core profitability of our business operations. We evaluate this long-term non-GAAP tax rate only on an annual basis. This long-term non-GAAP tax rate could be subject to change for a number of reasons including significant changes in our geographic earnings mix or fundamental tax law changes in major jurisdictions in which we operate. Based on our long-term projections, a long-term non-GAAP tax rate of 21% has been applied to our non-GAAP financial results in both fiscal 2014 and fiscal 2015.
G.     Income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes. Excluding the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effective tax rate related to our ongoing operations.
We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP and that these measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures and that is why we qualify the use of non-GAAP financial information in a statement when non-GAAP information is presented.
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On September 14, 2015, David Wadhwani resigned from his position as Senior Vice President & GM, Digital Media of Adobe Systems Incorporated, effective September 25, 2015, to pursue other opportunities.

3



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release issued on September 17, 2015 entitled “Adobe Reports Record Revenue”



4

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ADOBE SYSTEMS INCORPORATED
 
 
 
By:
/s/ MARK GARRETT
 
 
Mark Garrett
 
 
Executive Vice President and Chief Financial Officer

Date: September 17, 2015






5


EXHIBIT INDEX
Exhibit No.
 
Description
99.1
 
Press release issued on September 17, 2015 entitled “Adobe Reports Record Revenue”


6

Exhibit 99.1
Investor Relations Contact
Mike Saviage
Adobe
408-536-4416
Public Relations Contact
Edie Kissko
Adobe
408-536-3034



FOR IMMEDIATE RELEASE        
Adobe Reports Record Revenue
Q3 FY2015 Results Driven by Record Adobe Marketing Cloud Revenue and Strong Creative Cloud Adoption
SAN JOSE, Calif. - Sept. 17, 2015 - Adobe (Nasdaq: ADBE) today reported financial results for its third quarter fiscal year 2015 ended Aug. 28, 2015.
Quarterly Financial Highlights
•
Adobe achieved record quarterly revenue of $1.22 billion, representing year-over-year growth of 21 percent.
•
Digital Media Annualized Recurring Revenue (“ARR”) grew to $2.65 billion exiting the quarter, driven by strong sequential growth in Creative ARR of $262 million.
•
Adobe Marketing Cloud achieved record revenue of $368 million, representing year-over-year growth of 27 percent.
•
Diluted earnings per share were $0.34 on a GAAP-basis, and $0.54 on a non-GAAP basis.
•
Year-over-year, operating income grew 232 percent and net income grew 290 percent on a GAAP-basis; operating income grew 90 percent and net income grew 96 percent on a non-GAAP basis.
•
Cash flow from operations was $360 million, and deferred revenue grew to a record $1.31 billion.
•
The company repurchased approximately 1.6 million shares during the quarter, returning $132 million of cash to stockholders.
A reconciliation between GAAP and non-GAAP results is provided at the end of this press release and on Adobe’s website.
Executive Quotes
"Our execution and momentum continued in Q3, resulting in record quarterly revenue with outstanding profit and earnings growth," said Shantanu Narayen, Adobe president and chief executive officer. "Content and data are the currency of business today. Adobe's industry-leading Creative Cloud, Adobe Document Cloud and Adobe Marketing Cloud solutions let customers deliver more valuable, personalized experiences that drive greater business impact.”
“Our record Q3 financial results set us up for a strong fiscal 2015,” said Mark Garrett, Adobe executive vice president and chief financial officer. “Our recurring revenue has reached 73 percent of total revenue, providing a strong foundation for long-term growth.”
Adobe to Webcast Earnings Conference Call
Adobe will webcast its third quarter fiscal year 2015 earnings conference call today at 2:00 p.m. Pacific Time from its investor relations website: www.adobe.com/ADBE. Earnings documents, including Adobe management’s prepared conference call remarks with slides, financial targets and an investor datasheet are posted to Adobe’s investor relations website in advance of the conference call for reference. A reconciliation between GAAP and non-GAAP earnings results and financial targets is also provided on the website.




Forward-Looking Statements Disclosure
This press release contains forward-looking statements, including those related to business momentum, product adoption and innovation, recurring revenue and revenue, all of which involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure to develop, market and distribute products and services that meet customer requirements, introduction of new products and business models by competitors, failure to successfully manage transitions to new business models and markets, fluctuations in subscription renewal rates, risks associated with cyber-attacks and information security, potential interruptions or delays in hosted services provided by us or third parties, uncertainty in economic conditions and the financial markets, and failure to realize the anticipated benefits of past or future acquisitions.
For a discussion of these and other risks and uncertainties, please refer to Adobe’s Annual Report on Form 10-K for our fiscal year 2014 ended Nov. 28, 2014, and Adobe's Quarterly Reports on Form 10-Q issued in fiscal year 2015.
The financial information set forth in this press release reflects estimates based on information available at this time. These amounts could differ from actual reported amounts stated in Adobe’s Quarterly Report on Form 10-Q for our quarter ended Aug. 28, 2015, which Adobe expects to file in Sept. 2015.
Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.
About Adobe Systems Incorporated
Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.
###
© 2015 Adobe Systems Incorporated. All rights reserved. Adobe, the Adobe logo and Creative Cloud are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. All other trademarks are the property of their respective owners.












2


Condensed Consolidated Statements of Income
(In thousands, except per share data; unaudited)
 
Three Months Ended
 
Nine Months Ended
 
August 28,
2015
 
August 29,
2014
 
August 28,
2015
 
August 29,
2014
Revenue:
 
 
 
 
 
 
 
Subscription
$
829,065

 
$
547,373

 
$
2,316,470

 
$
1,447,630

Products
275,338

 
349,151

 
840,650

 
1,299,852

Services and support
113,365

 
108,885

 
331,987

 
326,255

Total revenue
1,217,768

 
1,005,409

 
3,489,107

 
3,073,737

 
 
 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
 
 
Subscription
103,605

 
86,670

 
302,826

 
247,549

Products
24,545

 
23,172

 
65,715

 
75,169

Services and support
62,835

 
47,882

 
174,415

 
138,419

Total cost of revenue
190,985

 
157,724

 
542,956

 
461,137

 
 
 
 
 
 
 
 
Gross profit
1,026,783

 
847,685

 
2,946,151

 
2,612,600

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Research and development
218,660

 
212,049

 
642,216

 
630,666

Sales and marketing
422,031

 
406,475

 
1,241,770

 
1,243,446

General and administrative
122,578

 
141,676

 
397,867

 
409,798

Restructuring and other charges
(751
)
 
201

 
1,038

 
498

Amortization of purchased intangibles
18,246

 
13,108

 
50,599

 
40,012

Total operating expenses
780,764

 
773,509

 
2,333,490

 
2,324,420

 
 
 
 
 
 
 
 
Operating income
246,019

 
74,176

 
612,661

 
288,180

 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 
 
Interest and other income (expense), net
4,433

 
1,454

 
11,510

 
7,162

Interest expense
(16,519
)
 
(13,361
)
 
(47,669
)
 
(47,054
)
Investment gains (losses), net
(1,314
)
 
669

 
339

 
813

Total non-operating income (expense), net
(13,400
)
 
(11,238
)
 
(35,820
)
 
(39,079
)
Income before income taxes
232,619

 
62,938

 
576,841

 
249,101

Provision for income taxes
58,154

 
18,252

 
169,995

 
68,842

Net income
$
174,465

 
$
44,686

 
$
406,846

 
$
180,259

Basic net income per share
$
0.35

 
$
0.09

 
$
0.82

 
$
0.36

Shares used to compute basic net income per share
498,630

 
498,468

 
498,891

 
497,782

Diluted net income per share
$
0.34

 
$
0.09

 
$
0.80

 
$
0.35

Shares used to compute diluted net income per share
505,809

 
507,811

 
507,124

 
508,575


3


Condensed Consolidated Balance Sheets
(In thousands, except par value; unaudited)
 
August 28,
2015
 
November 28,
2014
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
829,292

 
$
1,117,400

Short-term investments
2,839,441

 
2,622,091

Trade receivables, net of allowances for doubtful accounts of $7,255 and $7,867, respectively
593,554

 
591,800

Deferred income taxes
82,438

 
95,279

Prepaid expenses and other current assets
181,163

 
175,758

Total current assets
4,525,888

 
4,602,328

 
 
 
 
Property and equipment, net
797,464

 
785,123

Goodwill
5,402,159

 
4,721,962

Purchased and other intangibles, net
556,810

 
469,662

Investment in lease receivable
80,439

 
80,439

Other assets
145,635

 
126,315

Total assets
$
11,508,395

 
$
10,785,829

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Trade payables
$
69,823

 
$
68,377

Accrued expenses
658,342

 
683,866

Debt and capital lease obligations
—

 
603,229

Accrued restructuring
1,450

 
17,120

Income taxes payable
71,487

 
23,920

Deferred revenue
1,259,712

 
1,097,923

Total current liabilities
2,060,814

 
2,494,435

 
 
 
 
Long-term liabilities:
 
 
 
Debt
1,906,094

 
911,086

Deferred revenue
46,317

 
57,401

Accrued restructuring
3,142

 
5,194

Income taxes payable
250,569

 
125,746

Deferred income taxes
316,142

 
342,315

Other liabilities
83,985

 
73,747

Total liabilities
4,667,063

 
4,009,924

 
 
 
 
Stockholders' equity:
 
 
 
Preferred stock, $0.0001 par value; 2,000 shares authorized
—

 
—

Common stock, $0.0001 par value
61

 
61

Additional paid-in-capital
4,094,133

 
3,778,495

Retained earnings
7,049,629

 
6,924,294

Accumulated other comprehensive income (loss)
(140,831
)
 
(8,094
)
Treasury stock, at cost (102,129 and 103,350 shares, respectively), net of reissuances
(4,161,660
)
 
(3,918,851
)
Total stockholders' equity
6,841,332

 
6,775,905

Total liabilities and stockholders' equity
$
11,508,395

 
$
10,785,829



4


Condensed Consolidated Statements of Cash Flows
(In thousands; unaudited)
 
Three Months Ended
 
August 28,
2015
 
August 29,
2014
Cash flows from operating activities:
 
 
 
Net income
$
174,465

 
$
44,686

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization and accretion
87,550

 
80,154

Stock-based compensation expense
85,975

 
82,986

Unrealized investment losses (gains), net
1,415

 
(576
)
Changes in deferred revenue
77,720

 
67,934

Changes in other operating assets and liabilities
(66,637
)
 
(6,664
)
Net cash provided by operating activities
360,488

 
268,520

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchases, sales and maturities of short-term investments, net
(394,944
)
 
(110,346
)
Purchases of property and equipment
(48,984
)
 
(54,966
)
Purchases and sales of long-term investments, intangibles and other assets, net
(1,138
)
 
(5,082
)
Acquisitions, net of cash
(20,025
)
 
—

Net cash used for investing activities
(465,091
)
 
(170,394
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Purchases of treasury stock
(100,000
)
 
(125,000
)
Proceeds from reissuance of treasury stock, net
68,641

 
91,500

Repayment of debt and capital lease obligations
—

 
(3,372
)
Debt issuance costs
(957
)
 
—

Excess tax benefits from stock-based compensation
13,606

 
27,078

Net cash used for financing activities
(18,710
)
 
(9,794
)
Effect of exchange rate changes on cash and cash equivalents
(3,542
)
 
(2,027
)
Net (decrease) increase in cash and cash equivalents
(126,855
)
 
86,305

Cash and cash equivalents at beginning of period
956,147

 
817,020

Cash and cash equivalents at end of period
$
829,292

 
$
903,325


5


Non-GAAP Results
(In thousands, except per share data)
The following tables show Adobe's GAAP results reconciled to non-GAAP results included in this release.
 
Three Months Ended
 
August 28,
2015
 
August 29,
2014
 
May 29,
2015
Operating income:
 
 
 
 
 
 
 
 
 
 
 
GAAP operating income
$
246,019

 
$
74,176

 
$
193,617

Stock-based and deferred compensation expense
84,371

 
83,682

 
85,374

Restructuring and other charges
(751
)
 
201

 
34

Amortization of purchased intangibles
41,041

 
31,780

 
40,080

Loss contingency reversal
(10,000
)
 
—

 
—

Non-GAAP operating income
$
360,680

 
$
189,839

 
$
319,105

 
 
 
 
 
 
Net income:
 
 
 
 
 
 
 
 
 
 
 
GAAP net income
$
174,465

 
$
44,686

 
$
147,493

Stock-based and deferred compensation expense
84,371

 
83,682

 
85,374

Restructuring and other charges
(751
)
 
201

 
34

Amortization of purchased intangibles
41,041

 
31,780

 
40,080

Loss contingency reversal
(10,000
)
 
—

 
—

Investment (gains) losses
1,314

 
(669
)
 
(223
)
Income tax adjustments
(15,051
)
 
(19,114
)
 
(30,829
)
Non-GAAP net income
$
275,389

 
$
140,566

 
$
241,929

 
 
 
 
 
 
Diluted net income per share:
 
 
 
 
 
 
 
 
 
 
 
GAAP diluted net income per share
$
0.34

 
$
0.09

 
$
0.29

Stock-based and deferred compensation expense
0.17

 
0.16

 
0.17

Amortization of purchased intangibles
0.08

 
0.06

 
0.08

Loss contingency reversal
(0.02
)
 
—

 
—

Income tax adjustments
(0.03
)
 
(0.03
)
 
(0.06
)
Non-GAAP diluted net income per share
$
0.54

 
$
0.28

 
$
0.48

 
 
 
 
 
 
Shares used in computing diluted net income per share
505,809

 
507,811

 
505,582









6


Non-GAAP Results (continued)

 
Three Months
Ended
 
August 28,
2015
Effective income tax rate:
 
 
 
GAAP effective income tax rate
25.0
 %
Stock-based and deferred compensation expense
(1.7
)
Amortization of purchased intangibles
(0.8
)
Income tax adjustments
(1.5
)
Non-GAAP effective income tax rate
21.0
 %


Use of Non-GAAP Financial Information

Adobe continues to provide all information required in accordance with GAAP, but believes evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Adobe uses non-GAAP financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. Adobe's management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Adobe presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Adobe's operating results. Adobe believes these non-GAAP financial measures are useful because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. This allows institutional investors, the analyst community and others to better understand and evaluate our operating results and future prospects in the same manner as management.

Adobe's management believes it is useful for itself and investors to review, as applicable, both GAAP information that may include items such as stock-based and deferred compensation expenses, restructuring and other charges, amortization of purchased intangibles and certain activity in connection with technology license arrangements, investment gains and losses, loss contingencies and the related tax impact of all of these items, income tax adjustments, the income tax effect of the non-GAAP pre-tax adjustments from the provision for income taxes, and the non-GAAP measures that exclude such information in order to assess the performance of Adobe's business and for planning and forecasting in subsequent periods. Whenever Adobe uses such a non-GAAP financial measure, it provides a reconciliation of the non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed above.
.
 







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