Amazon.com 2008 Annual Report Download

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Table of contents

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  • Page 3
    ...with X?" That's a useful and rewarding business approach. However, if used exclusively, the company employing it will never be driven to develop fresh skills. Eventually the existing skills will become outmoded. Working backwards from customer needs often demands that we acquire new competencies and...

  • Page 4
    ...variable and fixed productivity gains and more efficient, higher velocity, more flexible capital expenditures. Our primary financial goal remains maximizing long-term free cash flow and doing so with high rates of return on invested capital. We are investing heartily in Amazon Web Services, in tools...

  • Page 5
    ...LETTER TO SHAREHOLDERS (Reprinted from the 1997 Annual Report) To our shareholders: Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5 million customers, yielding 838% revenue growth to $147.8 million, and extended our market leadership despite aggressive competitive...

  • Page 6
    ... to make Amazon.com the market leader in online bookselling. By many measures, Amazon.com came a long way in 1997 Sales grew from $15.7 million in 1996 to $147.8 million - an 838% increase. Cumulative customer accounts grew from 180,000 to 1,510,000 - a 738% increase. The percentage of orders from...

  • Page 7
    Infrastructure During 1997, we worked hard to expand our business infrastructure to support these greatly increased traffic, sales, and service levels Amazon.com's employee base grew from 158 to 614, and we significantly strengthened our management team. Distribution center capacity grew from 50,...

  • Page 8
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  • Page 9
    ... (Address and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, par value $.01 per share Nasdaq Global Select Market Securities...

  • Page 10
    ... Directors and Executive Officers of the Registrant ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ...Certain Relationships and Related Transactions ...Principal Accountant Fees and Services ...PART IV Exhibits, Financial...

  • Page 11
    ... developer customers. In addition, we generate revenue through co-branded credit card agreements and other marketing and promotional services, such as online advertising. We have organized our operations into two principal segments: North America and International. See Item 8 of Part II, "Financial...

  • Page 12
    Developer Customers We serve developer customers through Amazon Web Services, which provides access to technology infrastructure that developers can use to enable virtually any type of business. Competition Our businesses are rapidly evolving and intensely competitive. Our current and potential ...

  • Page 13
    ... Executive Officer, and Chairman of the Board Senior Vice President, Business Development Senior Vice President, Seller Services Senior Vice President, Web Services Senior Vice President, Worldwide Digital Media Senior Vice President, Worldwide Operations Senior Vice President, International Retail...

  • Page 14
    ...customers, and greater brand recognition. They may secure better terms from vendors, adopt more aggressive pricing and devote more resources to technology, fulfillment, and marketing. Competition may intensify as our competitors enter into business combinations or alliances and established companies...

  • Page 15
    ...Technologies and Geographic Regions Subjects Us to Additional Business, Legal, Financial and Competitive Risks We may have limited or no experience in our newer market segments, and our customers may not adopt our new product or service offerings, which include seller services, digital, web services...

  • Page 16
    ... restrictions on pricing or discounts; lower levels of use of the Internet; lower levels of consumer spending and fewer opportunities for growth compared to the U.S.; lower levels of credit card usage and increased payment risk; difficulty in staffing, developing and managing foreign operations as...

  • Page 17
    ... technology and services for the Joyo Amazon websites. The PRC regulates Joyo Amazon's business through regulations and license requirements restricting (i) foreign investment in the Internet, retail and delivery sectors, (ii) Internet content and (iii) the sale of media and other products. In order...

  • Page 18
    ... Webstore by Amazon and Fulfillment by Amazon, as well as through other commercial agreements, strategic alliances and business relationships. Under these agreements, we provide technology, fulfillment and other services, as well as enable sellers to offer products or services through our websites...

  • Page 19
    ...own customers as a result of any integration of operations; the difficulty of incorporating acquired technology and rights into our offerings and unanticipated expenses related to such integration; the difficulty of integrating a new company's accounting, financial reporting, management, information...

  • Page 20
    ... or high cost of credit could limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other purposes in the future, as needed; to plan for, or react to, changes in technology and in our business and competition; and to...

  • Page 21
    ... results; fluctuations in the stock market in general and market prices for Internet-related companies in particular; changes in financial estimates by us or securities analysts and recommendations by securities analysts; changes in our capital structure, including issuance of additional debt or...

  • Page 22
    ... other communications, consumer protection, the provision of online payment services, unencumbered Internet access to our services, the design and operation of websites, and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property...

  • Page 23
    ... Payments-Related Risks We accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift certificates, direct debit from a customer's bank account, consumer invoicing, physical bank check and payment upon delivery. As we offer...

  • Page 24
    ... through 2025 From 2009 through 2021 From 2010 through 2016 North America International North America International We lease our corporate headquarters in Seattle, Washington. We also lease additional corporate office, fulfillment and warehouse operations, customer service, and other facilities...

  • Page 25
    ...Legal Proceedings See Item 8 of Part II, "Financial Statements and Supplementary Data-Note 7-Commitments and Contingencies-Legal Proceedings." Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted for a vote of our shareholders during the fourth quarter of 2008. 17

  • Page 26
    ... Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol "AMZN." The following table sets forth the high and low closing prices for our common stock for the periods indicated, as reported...

  • Page 27
    ...Supplementary Data-Note 1-Description of Business and Accounting Policies." (2) Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchases of fixed assets, including capitalized internal-use software and website development, both of which are...

  • Page 28
    ... credit cards, fulfillment, and miscellaneous marketing and promotional offers, such as online advertising. Our financial focus is on long-term, sustainable growth in free cash flow1 per share. Free cash flow is driven primarily by increasing operating income and efficiently managing working capital...

  • Page 29
    ... product and content costs, payment processing and related transaction costs, picking, packaging, and preparing orders for shipment, transportation, customer service support, and most aspects of our marketing costs. Our fixed costs include the costs necessary to run our technology infrastructure...

  • Page 30
    ...are determined using a percentage, a fixed-payment schedule, or a combination of the two, we generally record the net amounts as commissions earned. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title...

  • Page 31
    ... maintains ownership of the related products. As such, these amounts are not included in our consolidated balance sheets. Investments We generally invest our excess cash in investment grade short- to intermediate-term fixed income securities and AAA-rated money market funds. We also have equity...

  • Page 32
    ...our market capitalization. During times of volatility, significant judgment must be applied to determine whether credit or stock price changes are a short term swing or a longer-term trend. Internal-Use Software and Website Development Included in fixed assets is the capitalized cost of internal-use...

  • Page 33
    ... of Business and Accounting Policies" and "Note 2-Cash, Cash Equivalents, and Marketable Securities" for further discussion. In February 2008, the FASB issued Staff Position (FSP) No. 157-2 which delays the effective date of SFAS No. 157 one year for all nonfinancial assets and nonfinancial...

  • Page 34
    ... credit card agreements, other seller services, and miscellaneous marketing and promotional agreements, offset by cash payments we make for products and services, employee compensation (less amounts capitalized pursuant to SOP 98-1 that are reflected as cash used in investing activities), payment...

  • Page 35
    ...fixed assets, including internal-use software and website development costs. Cash provided by (used in) investing activities was $(1.2) billion, $42 million, and $(333) million in 2008, 2007, and 2006, with the variability caused primarily by purchases, maturities, and sales of marketable securities...

  • Page 36
    ...to our customers. We expect some variability in inventory turnover over time as it is affected by several factors, including our product mix, the mix of sales by us and by other sellers, our continuing focus on in-stock inventory availability, our investment in new geographies and product lines, and...

  • Page 37
    ... of our cash and marketable securities as collateral for standby letters of credit, guarantees, debt, and real estate leases. We classify cash and marketable securities with use restrictions of twelve months or longer as non-current "Other assets" on our consolidated balance sheets. The balance of...

  • Page 38
    ...reduce prices for our customers, including from our free shipping offers and Amazon Prime, a larger base of sales in faster growing categories such as electronics and other general merchandise, increased in-stock inventory availability, and increased selection of product offerings. The International...

  • Page 39
    ..., offset by lower prices for customers including from free shipping offers and Amazon Prime. Generally, our gross margins fluctuate based on several factors, including our product, service, and geographic mix of sales; sales volumes by other sellers; changes in vendor pricing, including the extent...

  • Page 40
    ... prices for our customers, including from our free shipping offers and Amazon Prime, and a larger percent of overall sales in lower margin categories such as electronics and other general merchandise. Supplemental Information Supplemental information about shipping results is as follows: 2008...

  • Page 41
    ...% 51 34 35 62% 35 3 100% 21% 49 147 28 19% 43 23 26 66% 31 3 100% (1) Includes non-retail activities, such as other seller sites, our co-branded credit card agreements, and miscellaneous marketing and promotional activities. 33

  • Page 42
    ...of Business and Accounting Policies-Stock-Based Compensation." Fulfillment The increase in fulfillment costs in absolute dollars during 2008 in comparison with the prior years relates to variable costs corresponding with sales volume and inventory levels; our mix of product sales; payment processing...

  • Page 43
    ... continue to add employees to our staff and add technology infrastructure. For the years ended 2008, 2007, and 2006, we capitalized $187 million, $129 million, and $123 million of costs associated with internal-use software and website development. Amortization of previously capitalized amounts was...

  • Page 44
    ..., "Financial Statements and Supplementary Data-Note 5-Long-Term Debt." Our interest income was $83 million, $90 million, and $59 million during 2008, 2007, and 2006. We generally invest our excess cash in investment grade short- to intermediate-term fixed income securities and AAA-rated money market...

  • Page 45
    ... our European headquarters in Luxembourg, which we expected to benefit our effective tax rate over time. Associated with the establishment of our European headquarters, we transferred certain of our operating assets in 2005 and 2006 from the U.S. to international locations. These transfers resulted...

  • Page 46
    ...flow from operations reduced by "Purchases of fixed assets, including internal-use software and website development." We use free cash flow, and ratios based on it, to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe it is a more conservative...

  • Page 47
    ... 31, 2008 2009 2010 2011 2012 2013 Thereafter Total Money market funds ...Weighted average interest rate ...Corporate debt securities ...Weighted average interest rate ...U.S. Government and Agency Securities ...Weighted average interest rate ...Asset backed securities ...Weighted average...

  • Page 48
    ... 31, 2007 2008 2009 2010 2011 2012 Thereafter Total Money market funds ...Weighted average interest rate ...Corporate debt securities ...Weighted average interest rate ...U.S. Government and Agency Securities ...Weighted average interest rate ...Asset backed securities ...Weighted average...

  • Page 49
    ...% PEACS, which have an outstanding principal balance at December 31, 2008 of â,¬240 million ($335 million, based on the exchange rate as of December 31, 2008). Due to fluctuations in the Euro/U.S. Dollar exchange ratio, which we cannot predict, our remaining principal debt obligation under the 6.875...

  • Page 50
    ... Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Ernst & Young LLP, Independent Registered Public Accounting Firm ...Consolidated Statements of Cash Flows ...Consolidated Statements of Operations ...Consolidated Balance Sheets ...Consolidated Statements of Stockholders...

  • Page 51
    ...in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Amazon.com, Inc.'s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee...

  • Page 52
    ... fixed assets, including internal-use software and website development, and other amortization ...Stock-based compensation ...Other operating expense (income), net ...Losses (gains) on sales of marketable securities, net ...Other expense (income), net ...Deferred income taxes ...Excess tax benefits...

  • Page 53
    AMAZON.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Year Ended December 31, 2008 2007 2006 Net sales ...Cost of sales ...Gross profit ...Operating expenses (1): Fulfillment ...Marketing ...Technology and content ...General and administrative ...Other ...

  • Page 54
    AMAZON.COM, INC. CONSOLIDATED BALANCE SHEETS (in millions, except per share data) December 31, 2008 2007 ASSETS Current assets: Cash and cash equivalents ...Marketable securities ...Inventories ...Accounts receivable, net and other ...Deferred tax assets ...Total current assets ...Fixed assets, net...

  • Page 55
    ... of common stock options and conversion of debt ...Repurchase of common stock ...Excess tax benefits from stock-based compensation ...Stock-based compensation and issuance of employee benefit plan stock ... Balance at December 31, 2008 ... See accompanying notes to consolidated financial statements.

  • Page 56
    ... customers through Amazon Web Services, which provides access to technology infrastructure that developers can use to enable virtually any type of business. In addition, we generate revenue through co-branded credit card agreements and other marketing and promotional services, such as online...

  • Page 57
    ...as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category. Based on this evaluation, we adjust the carrying amount of our inventories to lower of cost or market value. We provide fulfillment-related services in...

  • Page 58
    AMAZON.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Depreciation of Fixed Assets Fixed assets include assets such as furniture and fixtures, heavy equipment, technology infrastructure, internal-use software and website development. Depreciation is recorded on a straight-line ...

  • Page 59
    ... grade short to intermediate term fixed income securities and AAA-rated money market funds. Such investments are included in "Cash and cash equivalents," or "Marketable securities" on the accompanying consolidated balance sheets, are classified as available-for-sale, and reported at fair value with...

  • Page 60
    ... of future realization of our deferred tax assets, including our recent cumulative earnings experience and expectations of future taxable income by taxing jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors. In accordance with SFAS No. 109...

  • Page 61
    ... and amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two, we generally record the net amounts as commissions earned. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the...

  • Page 62
    ... fulfillment and customer service centers on behalf of other businesses. Shipping charges to receive products from our suppliers are included in our inventory, and recognized as "Cost of sales" upon sale of products to our customers. Payment processing and related transaction costs, including those...

  • Page 63
    ... infrastructure. Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software and website development, including software used to upgrade and enhance our websites and processes supporting our business, which are capitalized...

  • Page 64
    ... FINANCIAL STATEMENTS-(Continued) Foreign Currency We have the following internationally-focused websites: www.amazon.co.uk, www.amazon.de, www.amazon.fr, www.amazon.co.jp, www.amazon.ca, and www.amazon.cn. Net sales generated from internationally-focused websites, as well as most of the related...

  • Page 65
    ..., 2008 Gross Gross Unrealized Unrealized Gains Losses (1) Total Estimated Fair Value Cash ...Money market funds ...Foreign government and agency securities ...Corporate debt securities (2) ...U.S. government and agency securities ...Asset-backed securities ...Other fixed income securities ...Equity...

  • Page 66
    ... of our marketable securities as collateral for standby letters of credit, guarantees, debt, and real estate lease agreements. We classify cash and marketable securities with use restrictions of twelve months or longer as non-current "Other assets" on our consolidated balance sheets. See "Note...

  • Page 67
    ... progress (1) ...87 15 Other corporate assets ...79 63 Gross fixed assets ...Accumulated Depreciation : Fulfillment and customer service ...Technology infrastructure ...Internal-use software, content, and website development ...Other corporate assets ...Total accumulated depreciation ...1,409 254 82...

  • Page 68
    ...the allocation of the purchase price for companies acquired in 2008 (in millions): Goodwill ...Internal-use software ...Other assets, net ...Deferred tax liabilities net ...Intangible assets (1): Marketing-related ...Contract-based ...Technology and content ...Customer-related ...$210 31 104 (75) 12...

  • Page 69
    ... assets" on our consolidated balance sheets, consist of the following: December 31, 2008 Acquired Intangibles, Gross (1) Accumulated Amortization (1) Acquired Acquired Intangibles, Intangibles, Net Gross (1) (in millions) 2007 Accumulated Amortization (1) Acquired Intangibles, Net Marketing-related...

  • Page 70
    ..., at the holder's option, into our common stock at a conversion price of â,¬84.883 per share ($118.62, based on the exchange rates as of December 31, 2008). Due to changes in the Euro/U.S. Dollar exchange ratio, our remaining principal debt obligation under this instrument since issuance in February...

  • Page 71
    ... pricing between our subsidiaries. See "Note 12-Income Taxes" for discussion of tax contingencies. Capital Leases Certain of our equipment fixed assets, primarily related to technology, have been acquired under capital leases. Long-term capital lease obligations were as follows: December 31, 2008...

  • Page 72
    ..., excluding open orders for inventory purchases that support normal operations, as of December 31, 2008: Year Ended December 31, 2010 2011 2012 2013 (in millions) 2009 Thereafter Total Operating and capital commitments: Debt principal (1) ...Debt interest (1) ...Capital leases, including...

  • Page 73
    ... of our cash and marketable securities as collateral for standby letters of credit, guarantees, debt, and real estate leases. We classify cash and marketable securities with use restrictions of twelve months or longer as non-current "Other assets" on our consolidated balance sheets. The balance of...

  • Page 74
    ... LLC filed a complaint against us and Target Corporation for patent infringement in the United States District Court for the District of Colorado. The complaint alleges that our website technology, including the method by which Amazon.com enables customers to use Amazon.com account information...

  • Page 75
    ... compliance with Postal Service rules, and we are cooperating. Depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our business, results of operations, financial position, or cash flows. See also "Note 12-Income Taxes." Inventory...

  • Page 76
    ... million at December 31, 2008, 2007 and 2006. These totals include all stock-based awards outstanding, without regard for estimated forfeitures, consisting of vested and unvested awards and in-the-money and out-of-the-money stock options. Common shares outstanding increased in 2008 due to vesting of...

  • Page 77
    ...TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Scheduled vesting for outstanding restricted stock units at December 31, 2008 is as follows (in millions): Year Ended December 31, 2009 2010 2011 2012 2013 Thereafter Total Scheduled vesting-restricted stock units ... 6.0 5.3 2.9 1.6 0.6 0.3 16...

  • Page 78
    ...of this provision is non-cash. We have current tax benefits and net operating losses relating to excess stock-based compensation that are being utilized to reduce our U.S. taxable income. As such, cash taxes paid were $53 million, $24 million, and $15 million for 2008, 2007, and 2006. The components...

  • Page 79
    ... (in millions) U.S...International (1) ...Income before income taxes ... $436 465 $901 $360 300 $660 $396 (19) $377 (1) Included in 2008 is the impact of the $53 million non-cash gain associated with the sale of our European DVD rental assets. This gain will be taxed at rates substantially below...

  • Page 80
    ... carryforwards is subject to an annual limitation under applicable provisions of the Internal Revenue Code. (3) Presented net of fully reserved deferred tax assets associated with tax credits of $125 million and $95 million at December 31, 2008 and 2007. Total tax credits available to be claimed in...

  • Page 81
    ... effective tax rate and increase additional paid-in capital by $1 million to reflect the tax benefits of excess stock-based compensation deductions. The increase to current period tax positions results primarily from acquisition-related activity and new regulations we implemented during Q4 2008, and...

  • Page 82
    ... internationally based sites (including export sales from these sites to customers in the U.S. and Canada), but excludes export sales from www.amazon.com and www.amazon.ca. Information on reportable segments and reconciliation to consolidated net income was as follows: Year Ended December 31, 2008...

  • Page 83
    ...-(Continued) Net sales shipped to customers outside of the U.S. represented approximately half of net sales for 2008, 2007, and 2006. Net sales from www.amazon.co.uk, www.amazon.de, and www.amazon.co.jp each represented 10% or more of consolidated net sales in 2008, 2007 and 2006. Total assets, by...

  • Page 84
    ...shares outstanding for each period. (2) Our year-over-year revenue growth was 39% in 2007 and 36% for the first three quarters of 2008. For Q4 2008, our quarterly revenue growth rates declined to 18%, driven primarily by decreased consumer demand following disruptions in the global financial markets...

  • Page 85
    ... and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. Management's Report on Internal...

  • Page 86
    ... & Young LLP, Independent Registered Public Accounting Firm The Board of Directors and Stockholders Amazon.com, Inc. We have audited Amazon.com, Inc.'s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by...

  • Page 87
    ... thereof, on our investor relations website under the heading "Corporate Governance" at www.amazon.com/ir. Item 11. Executive Compensation Information required by Item 11 of Part III is included in our Proxy Statement relating to our 2009 Annual Meeting of Shareholders and is incorporated herein...

  • Page 88
    ... Non-Officer Employee Stock Option Plan (incorporated by reference to the Company's Registration Statement on Form S-8 (Registration No. 333-74419) filed March 15, 1999). Offer Letter of Employment to Thomas J. Szkutak, dated August 26, 2002 (incorporated by reference to the Company's Annual Report...

  • Page 89
    ...Form of Restricted Stock Agreement (incorporated by reference to the Company's Annual Report on Form 10-K for the Year Ended December 31, 2001). Computation of Ratio of Earnings to Fixed Charges. List of Significant Subsidiaries. Consent of Ernst & Young LLP, Independent Registered Public Accounting...

  • Page 90
    ... P. Bezos Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Senior Vice President and Chief Financial Officer (Principal Financial Officer) Vice President. Worldwide Controller (Principal Accounting Officer) Director /s/ THOMAS J. SZKUTAK Thomas J. Szkutak...

  • Page 91
    ...any dividends, based on closing prices, for the period from December 31, 2003 to December 31, 2008. $200 $150 Dollars $100 $50 $0 2003 2004 2005 2006 2007 2008 Calendar Year Ended December 31 Cumulative Total Return Legend Amazon.com Morgan Stanley Technology Index NASDAQ Composite Index...

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