UNITEDHEALTH GROUP INC 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes and with our 2021 10-K, including the Consolidated Financial Statements and Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in that report. Unless the context indicates otherwise, references to the terms “UnitedHealth Group,” the “Company,” “we,” “our” or “us” used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries. Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, “Risk Factors” in our 2021 10-K and in the discussion below. EXECUTIVE OVERVIEW General UnitedHealth Group Incorporated is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary business platforms — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve. We have four reportable segments across our two business platforms, Optum and UnitedHealthcare: • Optum Health; • Optum Insight; • Optum Rx; and • UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. Further information on our business is presented in Part I, Item 1, “Business” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 10-K and additional information on our segments, including the realignment of our UnitedHealthcare operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual, can be found in this Item 2 and in Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report. Business Trends Our businesses participate in the United States, South America and certain other international health markets. Overall spending on health care is impacted by inflation, utilization, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macroeconomic conditions and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs. Pricing Trends. To price our health care benefit products, we start with our view of expected future costs, including inflation and labor market dynamics. We frequently evaluate and adjust our approach in each of the local markets we serve, considering all relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments. We will continue seeking to balance growth and profitability across all these dimensions. The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Government programs in the community and senior sector tend to receive lower rates of increase than the commercial market due to governmental budget pressures and lower cost trends. Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, health system utilization and prescription drug costs. COVID-19 related care and testing costs as well as the deferral of care have also impacted medical cost trends in the current year and may continue in future years. We endeavor to mitigate those increases by engaging physicians 17 Table of Contents and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care. COVID-19 Trends and Uncertainties During the nine months ended September 30, 2022, overall care was near normal baseline levels, with certain areas of care at or approaching seasonal baselines, and other areas below. Future care patterns and acuity may temporarily rise due to missed regular care. Future developments, such as the severity of new COVID-19 variants, could introduce new uncertainties to care patterns and our business. SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS The following summarizes select third quarter 2022 year-over-year operating comparisons to third quarter 2021 and other financial results. • Consolidated revenues grew 12%, UnitedHealthcare revenues grew 11% and Optum revenues grew 17%. • UnitedHealthcare served 910,000 more people, led by growth in community and senior programs. • Consolidated earnings from operations of $7.5 billion compared to $5.7 billion last year, included growth of 43% at UnitedHealthcare and 20% at Optum. • Diluted earnings per common share were $5.55. • Cash flows from operations for the nine months ended September 30, 2022 were $30.7 billion. • Return on equity was 28.5%. 18 Table of Contents RESULTS SUMMARY The following table summarizes our consolidated results of operations and other financial information: (in millions, except percentages and per share data) Three Months Ended September 30, Increase/(Decrease) Nine Months Ended September 30, Increase/(Decrease) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021 Revenues: Premiums $ 64,491 $ 56,967 $ 7,524 13 % $ 192,457 $ 168,686 $ 23,771 14 % Products 9,190 8,703 487 6 28,026 25,476 2,550 10 Services 6,700 6,164 536 9 19,717 18,181 1,536 8 Investment and other income 513 503 10 2 1,175 1,511 (336) (22) Total revenues 80,894 72,337 8,557 12 241,375 213,854 27,521 13 Operating costs: Medical costs 52,635 47,302 5,333 11 157,251 138,752 18,499 13 Operating costs 11,663 10,725 938 9 34,773 31,307 3,466 11 Cost of products sold 8,306 7,802 504 6 25,389 23,034 2,355 10 Depreciation and amortization 828 796 32 4 2,418 2,332 86 4 Total operating costs 73,432 66,625 6,807 10 219,831 195,425 24,406 12 Earnings from operations 7,462 5,712 1,750 31 21,544 18,429 3,115 17 Interest expense (516) (422) (94) 22 (1,416) (1,229) (187) 15 Earnings before income taxes 6,946 5,290 1,656 31 20,128 17,200 2,928 17 Provision for income taxes (1,562) (1,099) (463) 42 (4,397) (3,659) (738) 20 Net earnings 5,384 4,191 1,193 28 15,731 13,541 2,190 16 Earnings attributable to noncontrolling interests (122) (105) (17) 16 (372) (327) (45) 14 Net earnings attributable to UnitedHealth Group common shareholders $ 5,262 $ 4,086 $ 1,176 29 % $ 15,359 $ 13,214 $ 2,145 16 % Diluted earnings per share attributable to UnitedHealth Group common shareholders $ 5.55 $ 4.28 $ 1.27 30 % $ 16.15 $ 13.82 $ 2.33 17 % Medical care ratio (a) 81.6 % 83.0 % (1.4) % 81.7 % 82.3 % (0.6) % Operating cost ratio 14.4 14.8 (0.4) 14.4 14.6 (0.2) Operating margin 9.2 7.9 1.3 8.9 8.6 0.3 Tax rate 22.5 20.8 1.7 21.8 21.3 0.5 Net earnings margin (b) 6.5 5.6 0.9 6.4 6.2 0.2 Return on equity (c) 28.5 % 23.5 % 5.0 % 28.1 % 26.0 % 2.1 % (a) Medical care ratio (MCR) is calculated as medical costs divided by premium revenue. (b) Net earnings margin attributable to UnitedHealth Group shareholders. (c) Return on equity is calculated as annualized net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the quarters in the year presented. 2022 RESULTS OF OPERATIONS COMPARED TO 2021 RESULTS OF OPERATIONS Consolidated Financial Results Revenues The increases in revenues were primarily driven by growth in the number of people served through Medicare Advantage and Medicaid, pricing trends and growth across the Optum businesses. Medical Costs and MCR For the three and nine months ended September 30, 2022, medical costs increased due to growth in people served through Medicare Advantage and Medicaid. The MCR decreased due to COVID-19 effects, partially offset by business mix. For the nine months ended September 30, 2022, the decreases to the MCR were also partially offset by decreased prior years favorable development, primarily due to the effects of COVID-19 in 2021. 19 Table of Contents Operating Cost Ratio For the three and nine months ended September 30, 2022, the operating cost ratio decreased primarily due to productivity gains, offset by business mix and investments. For the nine months ended September 30, 2022, the operating cost ratio also decreased due to COVID-19 related revenue effects. Reportable Segments See Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including people served by UnitedHealthcare by major market segment and funding arrangement, people served by Optum Health and adjusted scripts for Optum Rx. These metrics are the main drivers of revenue, earnings and cash flows at each business. The metrics also allow management and investors to evaluate and understand business mix, including the mix of care delivered through value-based care models at Optum Health, level and scope of services provided to people and pricing trends when comparing the metrics to revenue by segment. The following table presents a summary of the reportable segment financial information: Three Months Ended September 30, Increase/(Decrease) Nine Months Ended September 30, Increase/(Decrease) (in millions, except percentages) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021 Revenues UnitedHealthcare $ 61,995 $ 55,927 $ 6,068 11 % $ 186,695 $ 166,515 $ 20,180 12 % Optum Health 18,463 13,812 4,651 34 52,728 39,515 13,213 33 Optum Insight 3,693 3,139 554 18 10,194 8,948 1,246 14 Optum Rx 25,203 23,337 1,866 8 73,919 67,465 6,454 10 Optum eliminations (800) (503) (297) 59 (1,941) (1,456) (485) 33 Optum 46,559 39,785 6,774 17 134,900 114,472 20,428 18 Eliminations (27,660) (23,375) (4,285) 18 (80,220) (67,133) (13,087) 19 Consolidated revenues $ 80,894 $ 72,337 $ 8,557 12 % $ 241,375 $ 213,854 $ 27,521 13 % Earnings from operations UnitedHealthcare $ 3,799 $ 2,651 $ 1,148 43 % $ 11,447 $ 9,854 $ 1,593 16 % Optum Health 1,575 1,143 432 38 4,340 3,233 1,107 34 Optum Insight 1,007 906 101 11 2,693 2,447 246 10 Optum Rx 1,081 1,012 69 7 3,064 2,895 169 6 Optum 3,663 3,061 602 20 10,097 8,575 1,522 18 Consolidated earnings from operations $ 7,462 $ 5,712 $ 1,750 31 % $ 21,544 $ 18,429 $ 3,115 17 % Operating margin UnitedHealthcare 6.1 % 4.7 % 1.4 % 6.1 % 5.9 % 0.2 % Optum Health 8.5 8.3 0.2 8.2 8.2 — Optum Insight 27.3 28.9 (1.6) 26.4 27.3 (0.9) Optum Rx 4.3 4.3 — 4.1 4.3 (0.2) Optum 7.9 7.7 0.2 7.5 7.5 — Consolidated operating margin 9.2 % 7.9 % 1.3 % 8.9 % 8.6 % 0.3 % 20 Table of Contents UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: Three Months Ended September 30, Increase/(Decrease) Nine Months Ended September 30, Increase/(Decrease) (in millions, except percentages) 2022 2021 2022 vs. 2021 2022 2021 2022 vs. 2021 UnitedHealthcare Employer & Individual - Domestic $ 15,929 $ 15,094 $ 835 6 % $ 47,318 $ 44,668 $ 2,650 6 % UnitedHealthcare Employer & Individual - Global (a) 2,120 2,139 (19) (1) 6,500 6,292 208 3 UnitedHealthcare Employer & Individual - Total (a) 18,049 17,233 816 5 53,818 50,960 2,858 6 UnitedHealthcare Medicare & Retirement 27,895 24,931 2,964 12 85,620 75,709 9,911 13 UnitedHealthcare Community & State 16,051 13,763 2,288 17 47,257 39,846 7,411 19 Total UnitedHealthcare revenues $ 61,995 $ 55,927 $ 6,068 11 % $ 186,695 $ 166,515 $ 20,180 12 % (a) On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual. The following table summarizes the number of people served by our UnitedHealthcare businesses, by major market segment and funding arrangement: September 30, Increase/(Decrease) (in thousands, except percentages) 2022 2021 2022 vs. 2021 Commercial - domestic: Risk-based 8,055 7,960 95 1 % Fee-based 18,500 18,595 (95) (1) Total commercial - domestic 26,555 26,555 — — Medicare Advantage 7,035 6,455 580 9 Medicaid 8,005 7,510 495 7 Medicare Supplement (Standardized) 4,370 4,405 (35) (1) Total community and senior 19,410 18,370 1,040 6 Total UnitedHealthcare - domestic medical 45,965 44,925 1,040 2 Commercial - global 5,360 5,490 (130) (2) Total UnitedHealthcare - medical 51,325 50,415 910 2 % Supplemental Data: Medicare Part D stand-alone 3,310 3,725 (415) (11) % Medicare Advantage increased due to growth in people served through individual and group Medicare Advantage plans. The increase in people served through Medicaid was primarily driven by states continuing to ease redetermination requirements due to COVID-19 and growth in people served through Dual Special Needs Plans. UnitedHealthcare’s revenues increased due to growth in the number of individuals served through Medicare Advantage and Medicaid, including a greater mix of people with higher acuity needs. For the three months ended September 30, 2022, earnings from operations increased due to growth in people served and COVID-19 effects. For the nine months ended September 30, 2022, earnings from operations increased due to growth in people served and COVID-19 effects, partially offset by decreased prior years favorable development, primarily due to the effects of COVID-19 in 2021. Optum Total revenues and earnings from operations increased due to growth across the Optum businesses. The results by segment were as follows: Optum Health Revenues at Optum Health increased primarily due to organic growth in value-based care arrangements and business combinations. Earnings from operations increased due to organic growth in the number of people served under value-based care arrangements, cost management initiatives, asset dispositions and COVID-19 effects. For the three months ended September 30, 2022, increases in earnings from operations were partially offset by care activity levels at fee-for-service practices. Optum Health served approximately 101 million people as of September 30, 2022 compared to 99 million people as of September 30, 2021. 21 Table of Contents Optum Insight Revenues and earnings from operations at Optum Insight increased due to growth in technology and managed services, with managed services growth driven by higher payer volumes and new health system partnerships. Optum Rx Revenues and earnings from operations at Optum Rx increased due to higher script volumes from growth in people served, increased utilization and organic growth in pharmacy care services, including community-behavioral and specialty pharmacy. Earnings from operations also increased as a result of continued supply chain management initiatives. Optum Rx fulfilled 359 million and 344 million adjusted scripts in the third quarters of 2022 and 2021, respectively. LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES Liquidity Summary of our Major Sources and Uses of Cash and Cash Equivalents Nine Months Ended September 30, Increase/(Decrease) (in millions) 2022 2021 2022 vs. 2021 Sources of cash: Cash provided by operating activities $ 30,739 $ 19,125 $ 11,614 Issuances of short-term borrowings and long-term debt, net of repayments 3,806 3,733 73 Proceeds from common stock issuances 1,084 1,077 7 Customer funds administered 7,028 1,402 5,626 Other 50 — 50 Total sources of cash 42,707 25,337 Uses of cash: Common stock repurchases (6,000) (3,950) (2,050) Cash paid for acquisitions, net of cash assumed (7,154) (4,727) (2,427) Purchases of investments, net of sales and maturities (4,067) (3,702) (365) Purchases of property, equipment and capitalized software (1,936) (1,759) (177) Cash dividends paid (4,450) (3,915) (535) Purchases of redeemable noncontrolling interests (176) (1,338) 1,162 Other (1,458) (1,737) 279 Total uses of cash (25,241) (21,128) Effect of exchange rate changes on cash and cash equivalents 4 (45) 49 Net increase in cash and cash equivalents $ 17,470 $ 4,164 $ 13,306 2022 Cash Flows Compared to 2021 Cash Flows Increased cash flows provided by operating activities were primarily driven by an increase in unearned revenue due to the September receipt of our October CMS premium payment of $9.8 billion and increased net earnings. Other significant changes in sources or uses of cash year-over-year included increased customer funds administered, primarily driven by Medicare Part D timing, and decreased purchases of redeemable noncontrolling interests, partially offset by increased cash paid for acquisitions and common stock repurchases. Financial Condition As of September 30, 2022, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $81.8 billion included approximately $38.8 billion of cash and cash equivalents (of which $3.7 billion was available for general corporate use), $39.6 billion of debt securities and $3.4 billion of investments in equity securities. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. Our available-for-sale debt securities portfolio had a weighted-average duration of 4.1 years and a weighted-average credit rating of “Double A” as of September 30, 2022. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating. 22 Table of Contents Capital Resources and Uses of Liquidity In addition to cash flows from operations and cash and cash equivalent balances available for general corporate use, our capital resources and uses of liquidity are as follows: Cash Requirements. A summary of our cash requirements as of December 31, 2021 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 10-K. During the nine months ended September 30, 2022, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations. Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of unsecured debt through independent broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2021 10-K. Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 60%. As of September 30, 2022, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was approximately 35%. Long-Term Debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes, such as, to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our long-term debt, see Note 5 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2021 10-K. Credit Ratings. Our credit ratings as of September 30, 2022 were as follows: Moody’s S&P Global Fitch A.M. Best Ratings Outlook Ratings Outlook Ratings Outlook Ratings Outlook Senior unsecured debt A3 Positive A+ Stable A Stable A Stable Commercial paper P-2 n/a A-1 n/a F1 n/a AMB-1+ n/a The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. Share Repurchase Program. During the nine months ended September 30, 2022, we repurchased approximately 12 million shares at an average price of $497.41 per share. As of September 30, 2022, we had Board of Directors’ authorization to purchase up to 33 million shares of our common stock. Dividends. In June 2022, the Company’s Board of Directors increased our quarterly cash dividend to shareholders to an annual rate of $6.60 compared to $5.80 per share. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report. Pending Business Combinations. As of September 30, 2022, we have entered into agreements to acquire companies in the health care sector, most notably Change Healthcare (NASDAQ: CHNG) and LHC Group, Inc. (NASDAQ: LHCG), subject to regulatory approval and other customary closing conditions. As of that date, the total anticipated capital required for these business combinations, excluding associated disposition proceeds and the payoff of acquired indebtedness, was approximately $14 billion. The Company completed the acquisition of Change Healthcare on October 3, 2022. For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2021 10-K. RECENTLY ISSUED ACCOUNTING STANDARDS There are no recently issued accounting standards that are expected to have a material impact on our Condensed Consolidated Financial Statements. 23 Table of Contents CRITICAL ACCOUNTING ESTIMATES In preparing our Condensed Consolidated Financial Statements, we are required to make judgments, assumptions and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and consider known and projected trends. On an ongoing basis, we re-evaluate our selection of assumptions and the method of calculating our estimates. Actual results, however, may materially differ from our calculated estimates, and this difference would be reported in our current operations. Our critical accounting estimates include medical costs payable and goodwill. For a detailed description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2021 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2021 10-K. FORWARD-LOOKING STATEMENTS The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities law. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: risks associated with public health crises, large-scale medical emergencies and pandemics, such as the COVID-19 pandemic; our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; the DOJ’s legal action relating to the risk adjustment submission matter; our ability to maintain and achieve improvement in quality scores impacting revenue; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; failure to protect proprietary rights to our databases, software and related products; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to develop and deliver innovative products to health care payers and expand access to virtual care; changes in or challenges to our public sector contract awards; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; failure to attract, develop, retain, and manage the succession of key employees and executives; the impact of potential changes in tax laws and regulations (including any increase in the U.S. income tax rate applicable to corporations); failure to achieve targeted operating cost productivity improvements; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; failure to manage successfully our strategic alliances or complete or receive anticipated benefits of strategic transactions; fluctuations in foreign currency exchange rates; downgrades in our credit ratings; our investment portfolio performance; impairment of our goodwill and intangible assets; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend payment cycle, or continue repurchasing shares of our common stock. This above list is not exhaustive. We discuss these matters, and certain risks that may affect our business operations, financial condition and results of operations, more fully in our filings with the SEC, including our reports on Forms 10-K, 10-Q and 8-K. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.