8-K

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: August 25, 2016

(Date of earliest event reported) 

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14625	59-1578329
(State of Incorporation)	(Commission File Number)	(IRS employer Identification No.)

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 August 25, 2016, Tech Data Corporation (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing its financial results for the three months ended July 31, 2016. The information in this Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

GAAP to Non-GAAP Reconciliation

The disclosures of financial results for the three months ended July 31, 2016, contained herein are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and are accompanied by disclosures and financial measures that are not prepared in conformity with GAAP. These non-GAAP disclosures include certain adjustments as noted below and the related tax effect not reflected in the GAAP presentations.

• LCD settlements and other, net:

For the three months ended July 31, 2016, non-GAAP operating income and non-GAAP operating margin exclude gains recorded in LCD settlements and other, net of $1.7 million. For the three months ended July 31, 2016, non-GAAP net income and non-GAAP net income per diluted share exclude this item, net of the tax impact.

• Value added tax assessments:

For the three months ended July 31, 2016, non-GAAP operating income and non-GAAP operating margin exclude expenses related to value-added tax assessments of $1.0 million. For the three months ended July 31, 2016, non-GAAP net income and non-GAAP income per diluted share exclude this amount and associated interest expense of $0.4 million, net of the tax impact.

• Acquisition-related intangible assets amortization expense:

For the three months ended July 31, 2016, non-GAAP selling, general and administrative expenses (“SG&A”), non-GAAP operating income and non-GAAP operating margin exclude acquisition-related intangible assets amortization expense of $5.4 million. For the three months ended July 31, 2016, non-GAAP net income and non-GAAP net income per diluted share exclude this item, net of the tax impact.

In addition to GAAP results, Company management believes that the presentation of non-GAAP financial measures is useful to investors because it provides investors with a more complete understanding of our operational results and a meaningful comparison of our performance between periods. The non-GAAP results should only be used in conjunction with results reported in accordance with GAAP and are not intended to be a substitute for results reported in accordance with GAAP. Non-GAAP financial measures presented in the press release, supplemental slide presentation and similar documents issued by the Company include but are not limited to net sales, income or expense items as adjusted for the impact of changes in foreign currencies (referred to as “constant currency”) and the impact of the exit of certain country operations, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share and Return on Invested Capital. These non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by comparable companies. Management may also use these non-GAAP financial measures to establish operational goals and, in some cases, for measuring performance for compensation purposes. The press release and supplemental slide presentation provide a detailed reconciliation between results reported in accordance with GAAP and non-GAAP financial measures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release, dated August 25, 2016.
99.2	Supplemental slide presentation dated August 25, 2016.

SIGNATURE

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

	Tech Data Corporation
	(Registrant)
Date: August 25, 2016	/s / Charles V. Dannewitz
	Charles V. Dannewitz
	Executive Vice President, &
	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Tech Data Corporation Reports Second Quarter Fiscal Year 2017 Results

CLEARWATER, Fla., Aug. 25, 2016 (GLOBE NEWSWIRE) -- Tech Data Corporation (NASDAQ:TECD) (the “Company”) today announced its financial results for the second quarter ended July 31, 2016.

	Second quarter ended July 31,						Six months ended July 31,
($ in millions, except per share amounts)		2016			2015			2016			2015
Net Sales	$	6,353.7		$	6,580.4		$	12,317.1		$	12,467.6
Operating income (GAAP)	$	73.4		$	106.2		$	125.9		$	188.2
Operating margin (GAAP)		1.15	%		1.61	%		1.02	%		1.51	%
Operating income (Non-GAAP)	$	78.1		$	81.2		$	135.7		$	131.4
Operating margin (Non-GAAP)		1.23	%		1.23	%		1.10	%		1.05	%
Net income (GAAP)	$	46.4		$	76.4		$	79.8		$	127.7
Net income (Non-GAAP)	$	50.3		$	52.5		$	87.3		$	82.1
EPS - diluted (GAAP)	$	1.31		$	2.09		$	2.26		$	3.47
EPS - diluted (Non-GAAP)	$	1.42		$	1.43		$	2.47		$	2.23

A reconciliation of GAAP to non-GAAP financial measures is presented in the financial tables of this press release.
This information is also available on the Investor Relations section of Tech Data’s website at www.techdata.com/investor. 

Financial Highlights for the Second Quarter Ended July 31, 2016:

• Net sales were $6.4 billion, a decrease of 3 percent compared to the prior-year quarter. On a constant currency basis, net sales declined 2 percent.
  • The Americas: Net sales were $2.7 billion (42 percent of worldwide net sales), a decline of 3 percent compared to the prior-year quarter. On a constant currency basis, net sales declined 2 percent.
  • Europe: Net sales were $3.7 billion (58 percent of worldwide net sales), a decrease of 4 percent compared to the prior-year quarter. On a constant currency basis, net sales declined 2 percent.
     
• Gross profit was $316.5 million, a decrease of $8.8 million, or 3 percent, compared to the prior-year quarter. As a percentage of net sales, gross profit was 4.98 percent, an improvement of 4 basis points.
   
• Selling, general and administrative expenses (“SG&A”) were $243.8 million, or 3.84 percent of net sales, compared to $250.1 million, or 3.80 percent of net sales in the prior-year quarter. Non-GAAP SG&A was $238.4 million, a decrease of $5.8 million, or 2 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP SG&A was 3.75 percent, compared to 3.71 percent in the prior-year quarter.
   
• Worldwide operating income was $73.4 million, or 1.15 percent of net sales compared to $106.2 million or 1.61 percent of net sales in the prior-year quarter. Operating income for the prior-year quarter included $21.5 million of gains related to LCD settlement agreements, net of attorney fees and expenses. Non-GAAP operating income was $78.1 million, a decrease of $3.1 million, or 4 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP operating income was 1.23 percent, consistent with the prior-year quarter.
  • The Americas: Operating income was $41.2 million, or 1.54 percent of net sales, compared to $60.8 million, or 2.21 percent of net sales in the prior-year quarter. Operating income for the prior-year quarter included the aforementioned LCD settlement gains. Non-GAAP operating income was $38.8 million, a decrease of $1.2 million, or 3 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP operating income was 1.45 percent, compared to 1.46 percent in the prior-year quarter.
  • Europe: Operating income was $35.9 million, or 0.98 percent of net sales, compared to $49.4 million, or 1.29 percent of net sales in the prior-year quarter. Non-GAAP operating income was $43.1 million, a  decrease of $2.0 million or approximately 4 percent, compared to the prior-year quarter. As a percentage of net sales, non-GAAP operating income was 1.17 percent, compared to 1.18 percent in the prior-year quarter.
  • Stock-based compensation expense was $3.8 million, compared to $4.0 million in the prior-year quarter. These expenses are excluded from the regional non-GAAP operating results and presented as a separate line item in the company’s segment reporting (see the GAAP to non-GAAP reconciliation in the financial tables of this press release).
     
• Net income was $46.4 million, compared to $76.4 million in the prior-year quarter. Net income for the prior-year quarter included the aforementioned LCD settlement gains, net of taxes. Non-GAAP net income was $50.3 million, a decrease of $2.2 million, or 4 percent, compared to the prior-year quarter.
   
• Earnings per share on a diluted basis (“EPS”) were $1.31, compared to $2.09 in the prior year quarter. Earnings per share for the prior-year quarter included the aforementioned LCD settlement gains, net of taxes. Non-GAAP EPS was $1.42, compared to $1.43 in the prior-year quarter.
   
• Net cash used by operations during the quarter was $91 million.
   
• Return on invested capital on a non-GAAP basis for the trailing twelve months was 14 percent compared to 12 percent in the prior year.

“Our teams executed well in Q2, capitalizing on pockets of demand and gaining market share in both North America and Europe despite facing a weaker-than-expected IT spending environment,” said Robert M. Dutkowsky, chief executive officer. “Although sales came in below our expectations, our focus on profitable revenue, excellent vendor management, and disciplined cost controls, enabled us to deliver solid non-GAAP earnings per share. Through the first half of our fiscal year, we grew non-GAAP earnings per share by 11 percent, generated $185 million in cash flow from operations and earned a return on invested capital of 14 percent - a 150 basis points improvement over the prior year. Our first half performance highlights the diversity of our end-to-end portfolio of IT solutions, the flexibility of our model to adapt to the realities of the market, and our focus on gaining profitable market share -  all of which enable Tech Data to deliver differentiated value to our customers, vendor partners and shareholders.”  

Business Outlook

• For the quarter ending October 31, 2016, the Company anticipates worldwide net sales to be in the range of $6.25 billion to $6.45 billion. This guidance assumes year-over-year constant currency net sales growth of flat to low-single-digits in both regions, and an average U.S. dollar to euro exchange rate of $1.10 to €1.00. 
   
• For the quarter ending October 31, 2016, the Company anticipates non-GAAP EPS to be in the range of $1.20 to $1.30.
   
• This guidance assumes weighted average diluted shares outstanding of 35.5 million and an effective tax rate in the range of 29 percent to 31 percent.

Webcast Details

Tech Data will hold a conference call today at 9:00 a.m. (ET) to discuss its financial results for the second quarter ended July 31, 2016. A webcast of the call, including supplemental schedules, will be available to all interested parties and can be obtained at www.techdata.com/investor. The webcast will be available for replay for three months.

Non-GAAP Financial Information

The non-GAAP financial information contained in this release is included with the intention of providing investors a more complete understanding of the Company’s operational results and trends, but should only be used in conjunction with results reported in accordance with Generally Accepted Accounting Principles (“GAAP”). Certain non-GAAP measures presented in this release or other releases, presentations and similar documents issued by the Company include sales, income or expense items as adjusted for the impact of changes in foreign currencies (referred to as “constant currency”) and the impact of the exit of certain country operations. Certain non-GAAP measures also exclude acquisition-related intangible assets amortization expense, benefits associated with legal settlements, value-added tax assessment matters, a loss on disposal of subsidiaries, and restatement and remediation related expenses. A detailed reconciliation of the adjustments between results calculated using GAAP and non-GAAP in this release is contained in the attached financial schedules. This information can also be obtained from the Company’s Investor Relations website at www.techdata.com/investor.

Forward-Looking Statements 

This press release includes "forward-looking statements" within the meaning of the federal securities laws and regulations, including those regarding the Company's business outlook. These statements are subject to risks and uncertainties, including the risks identified in the Company’s most recent Annual Report on Form 10-K filed March 24, 2016. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements. Forward-looking statements reflect management's analysis as of the filing date of this press release. The Company does not undertake to update or revise these statements to reflect subsequent developments.

About Tech Data

Tech Data Corporation is one of the world’s largest wholesale distributors of technology products, services and solutions. Its advanced logistics capabilities and value added services enable 105,000 resellers to efficiently and cost effectively support the diverse technology needs of end users in more than 100 countries. Tech Data generated $26.4 billion in net sales for the fiscal year ended January 31, 2016. It is ranked No. 108 on the Fortune 500^® and one of Fortune’s “World’s Most Admired Companies.” To learn more, visit www.techdata.com, or follow us on Facebook and Twitter. 

Contacts:

Charles V. Dannewitz, Executive Vice President and Chief Financial Officer
727-532-8028 (chuck.dannewitz@techdata.com); or

Arleen Quiñones, Vice President, Investor Relations and Corporate Communications
727-532-8866 (arleen.quinones@techdata.com) 

TECH DATA CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF OPERATIONS 
(In thousands, except per share amounts)
(Unaudited)

	Three months ended						Six months ended
	July 31,						July 31,
		2016			2015			2016			2015
Net sales	$	6,353,739		$	6,580,393		$	12,317,101		$	12,467,622
Cost of products sold		6,037,289			6,255,114			11,702,040			11,850,454
Gross profit		316,450			325,279			615,061			617,168
Operating expenses:
Selling, general and administrative expenses		243,763			250,134			490,259			498,596
LCD settlements and other, net		(1,717	)		(21,527	)		(2,160	)		(60,038	)
Value added tax assessments		1,049			(9,563	)		1,049			(9,563	)
		243,095			219,044			489,148			428,995
Operating income		73,355			106,235			125,913			188,173
Interest expense		6,288			(3,320	)		11,889			2,402
Other (income) expense , net		(1,230	)		51			(2,264	)		212
Income before income taxes		68,297			109,504			116,288			185,559
Provision for income taxes		21,903			33,092			36,521			57,870
Net income	$	46,394		$	76,412		$	79,767		$	127,689
Earnings per share:
Basic	$	1.32		$	2.09		$	2.27		$	3.48
Diluted	$	1.31		$	2.09		$	2.26		$	3.47
Weighted average common shares outstanding:
Basic		35,207			36,506			35,167			36,661
Diluted		35,378			36,615			35,373			36,829

TECH DATA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands, except par value and share amounts)

	July 31,			January 31,
		2016			2016
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	697,047		$	531,169
Accounts receivable, less allowances of $43,550 and $45,875		2,706,079			2,995,114
Inventories		2,145,070			2,117,384
Prepaid expenses and other assets		116,454			178,394
Total current assets		5,664,650			5,822,061
Property and equipment, net		72,138			66,028
Goodwill		206,040			204,114
Intangible assets, net		147,277			159,386
Other assets, net		113,353			106,699
Total assets	$	6,203,458		$	6,358,288
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,240,578		$	3,427,580
Accrued expenses and other liabilities		415,177			487,003
Revolving credit loans and current maturities of long-term debt, net		12,939			18,063
Total current liabilities		3,668,694			3,932,646
Long-term debt, less current maturities		349,025			348,608
Other long-term liabilities		77,593			71,279
Total liabilities	$	4,095,312		$	4,352,533
Shareholders' equity:
Common stock, par value $0.0015; 200,000,000 shares authorized; 59,245,585 shares issued at July 31, 2016 and January 31, 2016	$	89		$	89
Additional paid-in capital		679,976			682,227
Treasury stock, at cost (24,031,690 and 24,163,402 shares at July 31, 2016 and January 31, 2016)		(1,071,561	)		(1,077,434	)
Retained earnings		2,513,965			2,434,198
Accumulated other comprehensive loss		(14,323	)		(33,325	)
Total shareholders' equity		2,108,146			2,005,755
Total liabilities and shareholders' equity	$	6,203,458		$	6,358,288

TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands)

	Q2 FY17 - Three months ended July 31, 2016
	Americas⁽ˆ⁾			Europe⁽ˆ⁾			Stock Compensation Expense			Consolidated
Net Sales	$	2,674,886		$	3,678,853					$	6,353,739
GAAP operating income⁽ˆ⁾	$	41,241		$	35,927		$	(3,813	)	$	73,355
Value added tax assessments		(407	)		1,456						1,049
Acquisition-related amortization of intangibles		580			4,828						5,408
LCD settlements and other, net		(2,653	)		936						(1,717	)
Total non-GAAP operating income adjustments	$	(2,480	)	$	7,220					$	4,740
Non-GAAP operating income	$	38,761		$	43,147		$	(3,813	)	$	78,095
GAAP operating margin		1.54	%		0.98	%					1.15	%
Non-GAAP operating margin		1.45	%		1.17	%					1.23	%
⁽ˆ⁾  GAAP operating income does not include stock compensation expense at the regional level.

	Q2 FY16 - Three months ended July 31, 2015
	Americas⁽ˆ⁾			Europe⁽ˆ⁾			Stock Compensation Expense			Consolidated
Net Sales	$	2,745,429		$	3,834,964					$	6,580,393
GAAP operating income⁽ˆ⁾	$	60,752		$	49,443		$	(3,960	)	$	106,235
Restatement and remediation related expenses		146			18						164
Value added tax assessments		-			(9,563	)					(9,563	)
Loss on disposal of subsidiaries		154			-						154
Acquisition-related amortization of intangibles		445			5,262						5,707
LCD settlements and other, net		(21,527	)		-						(21,527	)
Total non-GAAP operating income adjustments	$	(20,782	)	$	(4,283	)				$	(25,065	)
Non-GAAP operating income	$	39,970		$	45,160		$	(3,960	)	$	81,170
GAAP operating margin		2.21	%		1.29	%					1.61	%
Non-GAAP operating margin		1.46	%		1.18	%					1.23	%
⁽ˆ⁾  GAAP operating income does not include stock compensation expense at the regional level.

TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands)

	Q2 FY17 - Six months ended July 31, 2016
	Americas⁽ˆ⁾			Europe⁽ˆ⁾			Stock Compensation Expense			Consolidated
Net Sales	$	5,062,890		$	7,254,211					$	12,317,101
GAAP operating income⁽ˆ⁾	$	72,516		$	60,867		$	(7,470	)	$	125,913
Value added tax assessments		(407	)		1,456						1,049
Acquisition-related amortization of intangibles		1,160			9,693						10,853
LCD settlements and other, net		(3,096	)		936						(2,160	)
Total non-GAAP operating income adjustments	$	(2,343	)	$	12,085					$	9,742
Non-GAAP operating income	$	70,173		$	72,952		$	(7,470	)	$	135,655
GAAP operating margin		1.43	%		0.84	%					1.02	%
Non-GAAP operating margin		1.39	%		1.01	%					1.10	%
⁽ˆ⁾  GAAP operating income does not include stock compensation expense at the regional level.

	Q2 FY16 - Six months ended July 31, 2015
	Americas⁽ˆ⁾			Europe⁽ˆ⁾			Stock Compensation Expense			Consolidated
Net Sales	$	5,084,689		$	7,382,933					$	12,467,622
GAAP operating income⁽ˆ⁾	$	123,111		$	72,840		$	(7,778	)	$	188,173
Restatement and remediation related expenses		184			598						782
Value added tax assessments		-			(9,563	)					(9,563	)
Loss on disposal of subsidiaries		517			-						517
Acquisition-related amortization of intangibles		615			10,872						11,487
LCD settlements and other, net		(60,038	)		-						(60,038	)
Total non-GAAP operating income adjustments	$	(58,722	)	$	1,907					$	(56,815	)
Non-GAAP operating income	$	64,389		$	74,747		$	(7,778	)	$	131,358
GAAP operating margin		2.42	%		0.99	%					1.51	%
Non-GAAP operating margin		1.27	%		1.01	%					1.05	%
⁽ˆ⁾  GAAP operating income does not include stock compensation expense at the regional level.

TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands, except per share amounts)

Selling, general and administrative expenses ("SG&A")	Three months ended July 31,
		2016			2015
Net Sales	$	6,353,739		$	6,580,393
GAAP SG&A		243,763			250,134
Acquisition-related amortization of intangibles		(5,408	)		(5,707	)
Restatement and remediation related expenses		-			(164	)
Loss on disposal of subsidiaries		-			(154	)
Non-GAAP SG&A	$	238,355		$	244,109
GAAP SG&A percentage of net sales		3.84	%		3.80	%
Non- GAAP SG&A percentage of net sales		3.75	%		3.71	%
	Six months ended July 31,
		2016			2015
Net Sales	$	12,317,101		$	12,467,622
GAAP SG&A		490,259			498,596
Acquisition-related amortization of intangibles		(10,853	)		(11,487	)
Restatement and remediation related expenses		-			(782	)
Loss on disposal of subsidiaries		-			(517	)
Non-GAAP SG&A	$	479,406		$	485,810
GAAP SG&A percentage of net sales		3.98	%		4.00	%
Non- GAAP SG&A percentage of net sales		3.89	%		3.90	%

	Three months ended July 31,
		2016						2015
	Net Income			Diluted EPS			Net Income			Diluted EPS
GAAP Results	$	46,394		$	1.31		$	76,412		$	2.09
LCD settlements and other, net		(1,717	)		(0.05	)		(21,527	)		(0.59	)
Value-added tax assessments		1,386			0.04			(18,559	)		(0.51	)
Restatement and remediation related expenses		-			-			164			-
Loss on disposal of subsidiaries		-			-			154			-
Acquisition-related intangible assets amortization expense		5,408			0.15			5,707			0.16
Income tax effect of the above adjustments		(1,178	)		(0.03	)		10,144			0.28
Non-GAAP results	$	50,293		$	1.42		$	52,495		$	1.43
	Six months ended July 31,
		2016						2015
	Net Income			Diluted EPS			Net Income			Diluted EPS
GAAP Results	$	79,767		$	2.26		$	127,689		$	3.47
LCD settlements and other, net		(2,160	)		(0.06	)		(60,038	)		(1.63	)
Value-added tax assessments		1,386			0.04			(18,559	)		(0.50	)
Restatement and remediation related expenses		-			-			782			0.02
Loss on disposal of subsidiaries		-			-			517			0.01
Acquisition-related intangible assets amortization expense		10,853			0.30			11,487			0.31
Income tax effect of the above adjustments		(2,511	)		(0.07	)		20,196			0.55
Non-GAAP results	$	87,335		$	2.47		$	82,074		$	2.23

TECH DATA CORPORATION AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(In thousands)

Return on Invested Capital (ROIC) 

	Twelve months ended
	July 31, 2016
TTM Non-GAAP Net Operating Profit After Tax (NOPAT)*:
Non-GAAP Operating Income	$	323,366
Non-GAAP effective tax rate		28.3	%
Non-GAAP NOPAT (Non-GAAP operating income x (1 - non-GAAP effective tax rate))	$	231,847
Average Invested Capital:
Short-term debt (5-qtr average)	$	16,796
Long-term debt (5-qtr average)		349,316
Non-GAAP Shareholders' Equity (5-qtr average)		2,009,233
Total average capital		2,375,345
Less: Cash (5-qtr average)		(669,836	)
Average invested capital less average cash	$	1,705,509
ROIC		14	%
* Trailing Twelve Months is abbreviated as TTM.

EX-99.2 3 exh_992.htm EXHIBIT 99.2

EXHIBIT 99.2