PagerDuty(PD) - 2024 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Presents PagerDuty's unaudited financial statements and management's analysis for the period ended October 31, 2023 Item 1. Financial Statements (Unaudited) This section presents PagerDuty, Inc.'s unaudited condensed consolidated financial statements for the period ended October 31, 2023, including the balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, and specific financial line items Condensed Consolidated Balance Sheets Snapshot of PagerDuty's assets, liabilities, and equity as of October 31, 2023, and January 31, 2023 | Metric | As of Oct 31, 2023 (in thousands) | As of Jan 31, 2023 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total Assets | $886,730 | $817,873 | | Total Liabilities | $712,139 | $575,787 | | Total Stockholders' Equity | $169,119 | $240,978 | - Cash and cash equivalents increased significantly from $274,019 thousand as of January 31, 2023, to $380,307 thousand as of October 31, 2023[16] - Convertible senior notes, net, increased substantially from $282,908 thousand to $447,389 thousand, indicating new debt issuance[16] Condensed Consolidated Statements of Operations Details PagerDuty's revenue, expenses, and net loss for the three and nine months ended October 31, 2023 | Metric (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Revenue | $108,720 | $94,203 | $319,582 | $269,827 | | Gross Profit | $89,015 | $76,196 | $262,108 | $217,737 | | Loss from Operations | $(20,842) | $(32,542) | $(62,815) | $(102,887) | | Net Loss | $(13,090) | $(32,804) | $(48,550) | $(104,223) | | Net Loss per Share | $(0.16) | $(0.36) | $(0.55) | $(1.18) | - Revenue increased by 15.4% for the three months ended October 31, 2023, and by 18.4% for the nine months ended October 31, 2023, compared to the respective prior periods[19] - Net loss significantly decreased for both the three-month and nine-month periods, indicating improved operational efficiency or one-time gains[19] Condensed Consolidated Statements of Comprehensive Loss Presents PagerDuty's net loss and other comprehensive income (loss) for the three and nine months ended October 31, 2023 | Metric (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss | $(13,090) | $(32,804) | $(48,550) | $(104,223) | | Total comprehensive loss | $(13,014) | $(34,228) | $(48,670) | $(106,690) | - Unrealized gain on investments improved from a loss of $(1,050) thousand in Q3 2022 to a gain of $227 thousand in Q3 2023[21] Condensed Consolidated Statements of Stockholders' Equity Outlines changes in PagerDuty's stockholders' equity, including stock repurchases and compensation | Metric (in thousands) | As of Jan 31, 2023 | As of Oct 31, 2023 | | :-------------------- | :----------------- | :----------------- | | Total Stockholders' Equity | $240,978 | $169,119 | | Additional Paid-in Capital | $719,816 | $745,114 | | Accumulated Deficit | $(477,246) | $(524,283) | | Treasury Stock | $0 | $(50,000) | - The company repurchased 2,331,002 shares of common stock for $50.0 million during the nine months ended October 31, 2023, recorded as Treasury Stock[24][115] - Stock-based compensation contributed $96.0 million to additional paid-in capital for the nine months ended October 31, 2023[24] Condensed Consolidated Statements of Cash Flows Details PagerDuty's cash flows from operating, investing, and financing activities for the nine months ended October 31, 2023 | Metric (in thousands) | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | | Net cash provided by (used in) operating activities | $49,819 | $(592) | | Net cash provided by (used in) investing activities | $6,875 | $(80,272) | | Net cash provided by (used in) financing activities | $53,661 | $(6,084) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $109,904 | $(87,452) | - Operating activities generated $49.8 million in cash for the nine months ended October 31, 2023, a significant improvement from a cash outflow of $(0.6) million in the prior year[29][217] - Financing activities provided $53.7 million in cash, primarily due to proceeds from the issuance of 2028 Convertible Senior Notes, partially offset by repurchases of 2025 Notes and common stock[29][219] Notes to Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. Description of Business and Basis of Presentation Describes PagerDuty's business and the accounting principles used in financial statement preparation - PagerDuty, Inc. operates a digital operations management platform that uses machine learning to process digital signals, enabling rapid incident response and automation for mission-critical work[33] - The financial statements are unaudited and prepared in accordance with U.S. GAAP and SEC rules for interim reporting, consolidating wholly-owned subsidiaries and controlling interests[35][36] Note 2. Summary of Significant Accounting Policies Outlines key accounting policies applied in preparing the condensed consolidated financial statements - The company manages its operations as one operating segment, with the CEO as the chief operating decision maker[44] - No single customer accounted for more than 10% of total accounts receivable or revenue for the periods presented, indicating diversified customer base[43] - Related party transactions with entities associated with Board members or executive officers amounted to $3.8 million for the nine months ended October 31, 2023[45] Note 3. Redeemable Non-Controlling Interest Details PagerDuty's joint venture in Japan and the accounting for non-controlling interest - PagerDuty established a joint venture, PagerDuty K.K., in Japan in May 2022, holding a 51% controlling interest and consolidating its financial results[50][52] - The redeemable non-controlling interest balance increased from $1,108 thousand at the beginning of the nine-month period to $5,472 thousand at October 31, 2023, driven by a $1.8 million investment and a $4.1 million adjustment[53] Note 4. Cash, Cash Equivalents, and Investments Breakdown of PagerDuty's cash, cash equivalents, and available-for-sale investments | Category (in thousands) | As of Oct 31, 2023 | As of Jan 31, 2023 | | :---------------------- | :----------------- | :----------------- | | Cash and cash equivalents | $380,307 | $274,019 | | Available-for-sale investments | $195,006 | $202,948 | | Total | $575,313 | $576,967 | - The company's cash and cash equivalents increased by $106.3 million, while available-for-sale investments decreased by $7.9 million from January 31, 2023, to October 31, 2023[56] - As of October 31, 2023, the company held 104 securities in an unrealized loss position with an aggregate fair value of $199.1 million, with $44.5 million in a continuous unrealized loss position for over 12 months[59] Note 5. Fair Value Measurements Describes the fair value hierarchy and measurements for PagerDuty's financial assets and liabilities | Category (in thousands) | Level 1 (Oct 31, 2023) | Level 2 (Oct 31, 2023) | Total (Oct 31, 2023) | | :---------------------- | :--------------------- | :--------------------- | :------------------- | | Money market funds | $297,294 | $0 | $297,294 | | U.S. Treasury securities | $0 | $52,516 | $52,516 | | Commercial paper | $0 | $21,595 | $21,595 | | Corporate debt securities | $0 | $113,620 | $113,620 | | U.S. Government agency securities | $0 | $18,253 | $18,253 | | Total | $297,294 | $205,984 | $503,278 | - The fair value of the 2025 Convertible Senior Notes was approximately $53.5 million and the 2028 Convertible Senior Notes was approximately $395.3 million as of October 31, 2023, classified as Level 2[68] Note 6. Property and Equipment, Net Presents PagerDuty's property and equipment, net of accumulated depreciation and amortization | Metric (in thousands) | As of Oct 31, 2023 | As of Jan 31, 2023 | | :-------------------- | :----------------- | :----------------- | | Gross property and equipment | $40,056 | $40,712 | | Accumulated depreciation and amortization | $(21,310) | $(22,322) | | Property and equipment, net | $18,746 | $18,390 | - Depreciation and amortization expense increased to $6.3 million for the nine months ended October 31, 2023, from $5.1 million in the prior year[70] - An impairment charge of $0.4 million was recorded for abandoned leasehold improvements in the nine months ended October 31, 2023[71] Note 7. Deferred Contract Costs Details PagerDuty's deferred contract costs, primarily sales commissions, and their amortization - Deferred contract costs, primarily sales commissions, decreased from $46.4 million as of January 31, 2023, to $43.4 million as of October 31, 2023[72] - Amortization expense for deferred contract costs was $15.3 million for the nine months ended October 31, 2023, up from $14.2 million in the prior year[72] Note 8. Leases Provides information on PagerDuty's lease right-of-use assets and lease liabilities | Metric (in thousands) | As of Oct 31, 2023 | As of Jan 31, 2023 | | :-------------------- | :----------------- | :----------------- | | Lease right-of-use assets | $10,120 | $13,982 | | Lease liabilities, current | $6,088 | $5,904 | | Lease liabilities, non-current | $8,391 | $12,704 | - The weighted average remaining lease term was 3.3 years with a weighted average discount rate of 3.7% as of October 31, 2023[79] - An impairment charge of $0.8 million was recorded for a subleased office's right-of-use asset in the nine months ended October 31, 2023[84] Note 9. Debt and Financing Arrangements Describes PagerDuty's convertible senior notes and related financing activities - In October 2023, PagerDuty issued $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028, with net proceeds of $390.4 million[89] - The company repurchased $230.0 million of its 2025 Convertible Senior Notes for $223.5 million in October 2023, resulting in a $4.0 million gain on partial extinguishment[88] | Metric (in thousands) | 2025 Notes (Oct 31, 2023) | 2028 Notes (Oct 31, 2023) | Total (Oct 31, 2023) | | :-------------------- | :------------------------ | :------------------------ | :------------------- | | Principal | $57,500 | $402,500 | $460,000 | | Net carrying amount | $56,879 | $390,510 | $447,389 | Note 10. Commitments and Contingencies Discloses PagerDuty's commitments and potential contingent liabilities - The company is not currently a party to any material legal proceedings and has not incurred material liabilities related to service-level agreements[105][106] - PagerDuty indemnifies customers, vendors, and directors/officers, but no material claims have been made[107] Note 11. Deferred Revenue and Performance Obligations Details deferred revenue and future revenue from unsatisfied performance obligations | Metric (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Deferred revenue, beginning of period | $196,605 | $169,534 | $209,051 | $170,224 | | Billings | $108,534 | $104,384 | $306,950 | $278,462 | | Revenue recognized | $(108,720) | $(94,203) | $(319,582) | $(269,827) | | Deferred revenue, end of period | $196,419 | $179,715 | $196,419 | $179,715 | - Future estimated revenue from unsatisfied performance obligations for cloud-hosted and term-license subscriptions was approximately $206.0 million as of October 31, 2023, with the majority expected to be recognized over the next 24 months[111] Note 12. Common Stock and Stockholders' Equity Outlines changes in common stock and stockholders' equity, including stock-based compensation and repurchases - The company repurchased 2,331,002 shares of common stock for $50.0 million at an average price of $21.45 per share in October 2023[115] - Total unrecognized stock-based compensation expense related to unvested RSUs was $234.1 million as of October 31, 2023, to be recognized over a weighted average period of 2.4 years[120] | Stock-Based Compensation Expense (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :---------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Cost of revenue | $1,820 | $1,937 | $5,860 | $4,948 | | Research and development | $11,128 | $10,824 | $34,002 | $30,066 | | Sales and marketing | $8,094 | $8,004 | $22,362 | $22,533 | | General and administrative | $10,786 | $10,679 | $32,686 | $28,931 | | Total | $31,828 | $31,444 | $94,910 | $86,478 | Note 13. Net Loss per Share Explains the calculation of basic and diluted net loss per share for PagerDuty | Metric (in thousands, except per share data) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss attributable to PagerDuty, Inc. common stockholders | $(15,125) | $(32,542) | $(51,125) | $(103,861) | | Net loss per share, basic and diluted | $(0.16) | $(0.36) | $(0.55) | $(1.18) | - Basic and diluted net loss per share were the same due to the company being in a loss position, making potentially dilutive securities anti-dilutive[134] - As of October 31, 2023, there were no potentially dilutive shares related to the conversion of the Notes, as the conversion options were out of money[135] Note 14. Income Taxes Discusses PagerDuty's income tax provisions and deferred tax assets - The company recorded an immaterial income tax benefit for the three months ended October 31, 2023, and an income tax benefit of $0.2 million for the nine months ended October 31, 2023[138] - A full valuation allowance is maintained on net federal and state deferred tax assets due to the unlikelihood of realization[137] Note 15. Geographic Information Provides a breakdown of PagerDuty's revenue and long-lived assets by geographic region | Revenue (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :--------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | United States | $79,487 | $72,267 | $232,576 | $206,127 | | International | $29,233 | $21,936 | $87,006 | $63,700 | | Total | $108,720 | $94,203 | $319,582 | $269,827 | - International revenue grew by 33.3% for the three months and 36.6% for the nine months ended October 31, 2023, outpacing U.S. growth[140] - As of October 31, 2023, 84% of long-lived assets were in the United States, 13% in Canada, 2% in Portugal, and 1% in the United Kingdom[140] Note 16. Subsequent Events Discloses significant events that occurred after the reporting period for PagerDuty - On November 15, 2023, PagerDuty acquired Jeli, Inc. for approximately $27 million in cash to enhance incident learning and reduction capabilities[141] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on PagerDuty's financial condition and operational results, highlighting revenue growth driven by new and existing customers, improved profitability metrics, and strategic financial activities such as debt issuance and share repurchases. It also details key business metrics and non-GAAP financial measures Overview PagerDuty's digital operations management platform uses machine learning for rapid incident response and automation across IT, security, and customer service - PagerDuty is a digital operations management platform that uses machine learning to correlate, process, and predict issues, enabling rapid incident response and automation across IT operations, security, and customer service[143][145][146] - The company generates revenue primarily from cloud-hosted subscription fees and employs a land-and-expand business model, with mid-market and enterprise customers accounting for the majority of revenue[148] Macroeconomic Environment The company's business is subject to global macroeconomic conditions, including inflation, interest rate hikes, potential recession, and geopolitical conflicts - The company's business is subject to global macroeconomic conditions, including inflation, interest rate hikes, potential recession, and geopolitical conflicts, which are continuously monitored for direct and indirect impacts[149][150] Key Business Metrics This section presents key operational metrics, including customer counts and dollar-based net retention rates | Metric | As of Oct 31, 2023 | As of Oct 31, 2022 | | :----------------------------- | :----------------- | :----------------- | | Customers | 15,049 | 15,265 | | Customers > $100,000 in ARR | 778 | 710 | | Dollar-based net retention rate | 110% | 123% | - The number of customers with over $100,000 in Annual Recurring Revenue (ARR) increased to 778 from 710 year-over-year, indicating strong growth in enterprise accounts[156] - The dollar-based net retention rate for all customers decreased from 123% to 110% year-over-year, reflecting a slower expansion from existing customers[160] Components of Results of Operations This section details the primary drivers of revenue and the composition of cost of revenue and operating expenses - Revenue is primarily generated from cloud-hosted and term-license software subscription fees, recognized ratably over the contractual term[161] - Cost of revenue includes personnel expenses, third-party cloud infrastructure, payment processing fees, and amortization of capitalized software and acquired technology[163] - Operating expenses are categorized into research and development, sales and marketing, and general and administrative, with personnel expenses being the most significant component[165] Results of Operations This section analyzes the company's financial performance, including revenue, gross profit, and operating loss, for the reported periods | Metric (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | Change ($) | Change (%) | | :-------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Revenue | $108,720 | $94,203 | $14,517 | 15% | | Cost of revenue | $19,705 | $18,007 | $1,698 | 9% | | Gross profit | $89,015 | $76,196 | $12,819 | 17% | | Loss from operations | $(20,842) | $(32,542) | $11,700 | (36)% | | Metric (in thousands) | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | Change ($) | Change (%) | | :-------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Revenue | $319,582 | $269,827 | $49,755 | 18% | | Cost of revenue | $57,474 | $52,090 | $5,384 | 10% | | Gross profit | $262,108 | $217,737 | $44,371 | 20% | | Loss from operations | $(62,815) | $(102,887) | $40,072 | (39)% | - Interest income significantly increased by 227% for the three months and 309% for the nine months ended October 31, 2023, primarily due to higher interest rates on cash and investments[187][196] - A $4.0 million gain on partial extinguishment of convertible senior notes was recorded in the three and nine months ended October 31, 2023, from the repurchase of 2025 Notes[188][197] Non-GAAP Financial Measures This section presents non-GAAP financial measures, including gross profit, operating income, and net income, to provide additional insights into the company's performance | Non-GAAP Metric (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :----------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Non-GAAP gross profit | $92,943 | $80,120 | $274,503 | $228,078 | | Non-GAAP gross margin | 85% | 85% | 86% | 85% | | Non-GAAP operating income (loss) | $15,030 | $3,015 | $45,375 | $(2,668) | | Non-GAAP operating margin | 14% | 3% | 14% | (1)% | | Non-GAAP net income (loss) attributable to PagerDuty, Inc. common stockholders | $19,193 | $3,476 | $56,719 | $(3,596) | - Non-GAAP operating income significantly improved to $15.0 million for the three months and $45.4 million for the nine months ended October 31, 2023, compared to lower or negative figures in the prior year[203] - Non-GAAP net income attributable to common stockholders saw substantial growth, reaching $19.2 million for the three months and $56.7 million for the nine months ended October 31, 2023[205] Free Cash Flow This section presents the company's free cash flow, a non-GAAP measure, derived from operating activities less capital expenditures | Metric (in thousands) | 3 Months Ended Oct 31, 2023 | 3 Months Ended Oct 31, 2022 | 9 Months Ended Oct 31, 2023 | 9 Months Ended Oct 31, 2022 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by (used in) operating activities | $16,917 | $(448) | $49,819 | $(592) | | Purchases of property and equipment | $(245) | $(815) | $(1,193) | $(3,755) | | Capitalization of internal-use software costs | $(1,441) | $(988) | $(3,812) | $(2,725) | | Free cash flow | $15,231 | $(2,251) | $44,814 | $(7,072) | - Free cash flow significantly improved, turning from negative $(2.3) million in Q3 2022 to positive $15.2 million in Q3 2023, and from negative $(7.1) million to positive $44.8 million for the nine-month period[209] Liquidity and Capital Resources This section discusses the company's ability to meet its short-term and long-term financial obligations, including cash, cash equivalents, and investments - As of October 31, 2023, principal sources of liquidity were cash, cash equivalents, and investments totaling $575.3 million[213] - The company believes existing liquidity and cash from subscriptions will be sufficient for working capital and capital expenditures for at least the next 12 months[213] - Deferred revenue was $196.4 million as of October 31, 2023, with $192.9 million expected to be recognized as revenue in the next 12 months[214] Cash Flows This section provides a detailed analysis of cash generated from or used in operating, investing, and financing activities - Net cash provided by operating activities for the nine months ended October 31, 2023, was $49.8 million, primarily driven by adjustments for non-cash charges and gains[217] - Investing activities provided $6.9 million in cash, mainly from proceeds from maturities of investments, partially offset by purchases of investments and capitalized software[218] - Financing activities provided $53.7 million, largely due to proceeds from the 2028 Notes issuance, offset by repurchases of 2025 Notes and common stock[219][220] Contractual Obligations and Commitments This section outlines the company's contractual obligations and other commitments, including debt and lease obligations - No material changes to contractual obligations and other commitments were reported during the nine months ended October 31, 2023, except for the 2028 Notes[221] Indemnification Agreements This section describes the company's indemnification agreements with customers, vendors, and directors/officers - The company indemnifies customers, vendors, and directors/officers, but no material demands or claims have been made under these agreements[222] Critical Accounting Policies and Estimates This section discusses the accounting policies and estimates that require significant judgment and could materially affect financial results - No significant changes to critical accounting policies were reported that materially impacted the condensed consolidated financial statements[224] Item 3. Quantitative and Qualitative Disclosures about Market Risk This section states that there have been no material changes in the company's market risk compared to the disclosures in its Annual Report - No material changes in market risk were identified compared to previous disclosures in the Annual Report[225] Item 4. Controls and Procedures Management, with the participation of the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures, concluding they were effective at a reasonable assurance level as of October 31, 2023. No material changes in internal control over financial reporting were identified during the quarter - Disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of October 31, 2023[227] - No material changes in internal control over financial reporting occurred during the quarter ended October 31, 2023[229] PART II - OTHER INFORMATION This part covers legal proceedings, risk factors, equity security sales, exhibits, and official signatures Item 1. Legal Proceedings The company is not a party to any material pending legal proceedings and is not aware of any pending or threatened litigation that could materially affect its business - PagerDuty is not involved in any material pending legal proceedings[231] Item 1A. Risk Factors This section outlines significant risks, including potential compromises to security measures, the critical importance of service reliability, and risks associated with servicing debt and convertible notes. It emphasizes the potential adverse effects of these factors on the company's business, financial condition, and stock value - The company faces significant risks from potential compromises to its security measures or those of third-party providers, which could lead to regulatory actions, litigation, reputational harm, and financial losses[233][234][238] - Servicing the company's convertible senior notes (2025 and 2028 Notes) requires significant cash flow, and the inability to generate sufficient cash or refinance debt could adversely affect operations and lead to default[245][246] - The conditional conversion feature of the Notes, if triggered, could require cash payments, adversely affecting liquidity and potentially diluting existing stockholders if settled with common stock[248][249] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase activities, including the repurchase of common stock and convertible senior notes during October 2023 - In October 2023, the company repurchased 2,331,002 shares of common stock for $50.0 million at an average price of $21.45 per share[258][260] - The company also repurchased $230.0 million aggregate principal amount of its 2025 Notes for $223.5 million in October 2023, resulting in a $4.0 million gain on partial extinguishment[259] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate documents, debt indentures, capped call confirmations, and certifications - The exhibit index includes the Amended and Restated Certificate of Incorporation and Bylaws, Indentures for the 2028 Convertible Senior Notes, and certifications from the CEO and CFO[264] Signatures This section contains the signatures of the registrant's authorized officers, including the Chief Executive Officer, Chief Financial Officer, and Senior Vice President, Finance and Chief Accounting Officer, certifying the report - The report is signed by Jennifer G. Tejada (CEO), Owen Howard Wilson (CFO), and Mitra Rezvan (SVP, Finance and Chief Accounting Officer) on December 1, 2023[269]