Elevance health reports third quarter 2022 results, raises full year outlook
Indianapolis--(business wire)--elevance health, inc. (nyse: elv) reported third quarter 2022 results reflecting strong financial performance, including double-digit growth in revenue, operating earnings, and adjusted earnings per share. “broad based momentum across elevance health continued in the third quarter, driven by the focused execution of our strategy and the dedication of our over 100,000 associates,” said gail k. boudreaux, president and ceo. “we are united in our purpose to improve the health of humanity, and i am proud of the work our associates are doing to support their colleagues and communities so tragically impacted by the recent hurricanes in florida and puerto rico. it’s in times such as these that our culture shines through.” as a result of stronger than expected results for the first nine months of the year, the company now expects gaap net income to be greater than $25.33 per share, including approximately $3.62 per share of net unfavorable adjustment items. the company now expects full-year adjusted net income to be greater than $28.95 per share. *refer to gaap reconciliation tables. consolidated highlights earnings per share: gaap net income was $6.68 per share in the third quarter, including net negative adjustment items of $0.85 per share. adjusted net income was $7.53* per share, reflecting growth of 10.9% from $6.79 in the same period a year ago. *please refer to the gaap reconciliation tables. membership: medical membership totaled approximately 47.3 million as of september 30, 2022, an increase of 2.2 million, or 4.9 percent year-over-year. commercial & specialty business membership increased by 1.2 million year-over-year driven by strong sales to fee-based employers. government business membership increased by 1.0 million compared to the prior year quarter, driven primarily by growth in the medicaid business, the acquisitions of paramount advantage and integra managed care, and organic growth in medicare advantage. during the third quarter of 2022, medical membership increased by 232 thousand driven by organic growth in medicaid, which we attribute primarily to the suspension of eligibility recertification, and organic growth in our commercial fee-based membership. operating revenue: operating revenue was $39.6 billion in the third quarter of 2022, an increase of $4.1 billion, or 11.5 percent year-over-year. the increase was driven by higher premium revenue due to membership growth in medicaid, including the acquisitions of integra managed care and paramount advantage, growth in medicare advantage and commercial risk-based membership, as well as premium rate increases to cover overall cost trends. the increase in operating revenue was further attributable to the growth in pharmacy product revenue within ingeniorx related to growth in membership and higher utilization of prescription drugs. benefit expense ratio: the benefit expense ratio was 87.2 percent in the third quarter of 2022, a decrease of 50 basis points year-over-year. the decrease was primarily driven by the realignment of certain quality improvement costs to match recent regulatory clarifications. excluding the realignment, our benefit expense ratio would have been approximately flat year-over-year. medical claims reserves established at december 31, 2021 developed in line with the company’s expectations as of the third quarter of 2022. days in claims payable: days in claims payable was 47.7 days as of september 30, 2022, a decrease of 0.1 days from june 30, 2022 and an increase of 0.9 days compared to september 30, 2021. sg&a expense ratio: the sg&a expense ratio was 11.4 percent in the third quarter of 2022, an increase of 30 basis points from 11.1 percent in the third quarter of 2021. the increase was primarily driven by increased spend to support growth in operations and the realignment of certain quality improvement expenses out of benefit expense and into sg&a expense, partially offset by operating expense leverage associated with growth in operating revenue. operating cash flow: operating cash flow was approximately $4.9 billion, or 3.1 times net income in the third quarter of 2022, an increase of $2.4 billion as compared to the prior year quarter. the year-on-year increase was driven by the timing of cms payments received in the current quarter, partially offset by the bcbsa litigation settlement payment that occurred in the third quarter of 2022. share repurchase program: during the third quarter of 2022, the company repurchased 1.2 million shares of its common stock for $579 million, at a weighted average price of $476.70. year-to-date, as of the end of the third quarter, the company repurchased 3.7 million shares of its common stock for $1.7 billion, at a weighted average price of $473.36. as of september 30, 2022, the company had approximately $2.4 billion of board-approved share repurchase authorization remaining. cash dividend: during the third quarter of 2022, the company paid a quarterly dividend of $1.28 per share, representing a distribution of cash totaling $306 million. on october 18, 2022, the audit committee of the company's board of directors declared a fourth quarter 2022 dividend to shareholders of $1.28 per share. the fourth quarter dividend is payable on december 21, 2022, to shareholders of record at the close of business on december 5, 2022. investment portfolio & capital position: during the third quarter of 2022, the company recorded net losses of $57 million. during the third quarter of 2021, the company recorded net losses of $61 million. these amounts are excluded from adjusted earnings per share. as of september 30, 2022, the company’s net unrealized loss position in the investment portfolio was $2.8 billion, consisting primarily of fixed maturity securities. as of september 30, 2022, cash and investments at the parent company totaled approximately $1.0 billion. reportable segments elevance health has four reportable segments: commercial & specialty business (comprised of individual, group risk-based, group fee-based, and bluecard businesses); government business (comprised of the medicaid, medicare, and federal health products & services businesses); ingeniorx; and other (comprised of the carelon companies, formerly known as our diversified business group, and corporate expenses not allocated to our other reportable segments). elevance health, inc. reportable segment highlights (unaudited) (in millions) three months ended september 30 nine months ended september 30 2022 2021 change 2022 2021 change operating revenue commercial & specialty business $ 10,494 $ 9,863 6.4 % $ 31,324 $ 28,904 8.4 % government business 24,571 21,658 13.4 % 72,164 61,007 18.3 % ingeniorx 7,249 6,549 10.7 % 21,003 18,630 12.7 % other 3,365 2,670 26.0 % 9,884 7,557 30.8 % eliminations (6,054 ) (5,192 ) 16.6 % (18,382 ) (15,173 ) 21.1 % total operating revenue1 $ 39,625 $ 35,548 11.5 % $ 115,993 $ 100,925 14.9 % operating gain commercial & specialty business $ 785 $ 620 26.6 % $ 2,673 $ 2,679 (0.2 ) % government business 868 967 (10.2 ) % 2,653 2,313 14.7 % ingeniorx 516 445 16.0 % 1,393 1,257 10.8 % other 101 27 274.1 % 365 52 601.9 % total operating gain1 $ 2,270 $ 2,059 10.2 % $ 7,084 $ 6,301 12.4 % operating margin commercial & specialty business 7.5 % 6.3 % 120 bp 8.5 % 9.3 % (80) bp government business 3.5 % 4.5 % (100) bp 3.7 % 3.8 % (10) bp ingeniorx 7.1 % 6.8 % 30 bp 6.6 % 6.7 % (10) bp total operating margin1 5.7 % 5.8 % (10) bp 6.1 % 6.2 % (10) bp commercial & specialty business: operating gain in the commercial & specialty business segment totaled $785 million in the third quarter of 2022, an increase of $165 million from $620 million in the third quarter of 2021. the increase was primarily driven by improved medical underwriting performance in our commercial risk-based business partially offset by an increase in operating expenses in support of growth. government business: operating gain in the government business segment was $868 million in the third quarter of 2022, a decrease of $99 million from $967 million in the third quarter of 2021. the decrease was primarily driven by higher operating costs in support of growth of our government health benefits business partially offset by increased gross profit in the period. ingeniorx: operating gain was $516 million in the third quarter of 2022, an increase of $71 million from $445 million in the third quarter of 2021. the increase was driven by out of period fee-based revenue and higher prescription volumes associated with growth in integrated medical and pharmacy members. other: the company reported an operating gain of $101 million in the other segment for the third quarter of 2022, an increase of $74 million from $27 million in the prior year quarter. the increase was driven by growth in carelon's affiliated and unaffiliated earnings. basis of presentation conference call and webcast management will host a conference call and webcast today at 8:30 a.m. eastern daylight time (“edt”) to discuss the company’s third quarter results and outlook. the conference call should be accessed at least 15 minutes prior to the start of the call with the following numbers: 888-947-9963 (domestic) 800-813-5525 (domestic replay) 312-470-0178 (international) 203-369-3346 (international replay) the access code for today's conference call is 3972058. the replay will be available from 11:30 a.m. edt today, until the end of the day on november 18, 2022. the call will also be available through a live webcast at www.elevancehealth.com under the “investors” link. a webcast replay will be available following the call. about elevance health, inc. elevance health is a lifetime, trusted health partner fueled by its purpose to improve the health of humanity. the company supports consumers, families, and communities across the entire care journey – connecting them to the care, support, and resources they need to lead healthier lives. elevance health’s companies serve more than 119 million people through a diverse portfolio of industry-leading medical, digital, pharmacy, behavioral, clinical, and complex care solutions. for more information, please visit www.elevancehealth.com or follow us @elevancehealth on twitter and elevance health on linkedin. elevance health, inc. membership summary (unaudited and in thousands) change from medical membership september 30, 2022 september 30, 2021 june 30, 2022 september 30, 2021 june 30, 2022 commercial & specialty business individual 800 769 803 4.0 % (0.4 ) % group risk-based 3,988 3,946 4,020 1.1 % (0.8 ) % commercial risk-based 4,788 4,715 4,823 1.5 % (0.7 ) % bluecard® 6,453 6,166 6,445 4.7 % 0.1 % group fee-based 20,184 19,370 20,086 4.2 % 0.5 % commercial fee-based 26,637 25,536 26,531 4.3 % 0.4 % total commercial & specialty business 31,425 30,251 31,354 3.9 % 0.2 % government business medicare advantage 1,969 1,853 1,946 6.3 % 1.2 % medicare supplement 945 947 942 (0.2 ) % 0.3 % total medicare 2,914 2,800 2,888 4.1 % 0.9 % medicaid 11,319 10,391 11,181 8.9 % 1.2 % federal employees health benefits 1,625 1,629 1,628 (0.2 ) % (0.2 ) % total government business 15,858 14,820 15,697 7.0 % 1.0 % total medical membership 47,283 45,071 47,051 4.9 % 0.5 % other membership life and disability members 4,796 4,695 4,779 2.2 % 0.4 % dental members 6,655 6,637 6,620 0.3 % 0.5 % dental administration members 1,577 1,486 1,589 6.1 % (0.8 ) % vision members 9,628 7,974 9,385 20.7 % 2.6 % medicare part d standalone members 274 438 276 (37.4 ) % (0.7 ) % elevance health, inc. consolidated statements of income (unaudited) (in millions, except per share data) three months ended september 30 2022 2021 change revenues premiums $ 33,722 $ 30,395 10.9 % product revenue 3,972 3,353 18.5 % administrative fees and other revenue 1,931 1,800 7.3 % total operating revenue 39,625 35,548 11.5 % net investment income 371 335 10.7 % net losses on financial instruments (57 ) (61 ) 6.6 % total revenues 39,939 35,822 11.5 % expenses benefit expense 29,404 26,645 10.4 % cost of products sold 3,437 2,898 18.6 % selling, general and administrative expense 4,514 3,946 14.4 % interest expense 213 201 6.0 % amortization of other intangible assets 225 136 65.4 % total expenses 37,793 33,826 11.7 % income before income tax expense 2,146 1,996 7.5 % income tax expense 533 494 7.9 % net income 1,613 1,502 7.4 % net loss attributable to noncontrolling interests 5 7 nm shareholders' net income $ 1,618 $ 1,509 7.2 % shareholders' net income per diluted share $ 6.68 $ 6.13 9.0 % diluted shares 242.2 246.0 (1.5 ) % benefit expense as a percentage of premiums 87.2 % 87.7 % (50) bp selling, general and administrative expense as a percentage of total operating revenue 11.4 % 11.1 % 30 bp income before income tax expense as a percentage of total revenue 5.4 % 5.6 % (20) bp "nm" = calculation not meaningful elevance health, inc. consolidated statements of income (unaudited) (in millions, except per share data) nine months ended september 30 2022 2021 change revenues premiums $ 99,583 $ 86,604 15.0 % product revenue 10,841 9,132 18.7 % administrative fees and other revenue 5,569 5,189 7.3 % total operating revenue 115,993 100,925 14.9 % net investment income 1,112 1,026 8.4 % net (losses) gains on financial instruments (439 ) 107 (510.3 ) % total revenues 116,666 102,058 14.3 % expenses benefit expense 86,396 75,107 15.0 % cost of products sold 9,389 7,825 20.0 % selling, general and administrative expense 13,124 11,692 12.2 % interest expense 622 598 4.0 % amortization of other intangible assets 520 306 69.9 % loss on extinguishment of debt — 5 (100.0 ) % total expenses 110,051 95,533 15.2 % income before income tax expense 6,615 6,525 1.4 % income tax expense 1,557 1,555 0.1 % net income 5,058 4,970 1.8 % net loss/(income) attributable to noncontrolling interests 18 (3 ) nm shareholders' net income $ 5,076 $ 4,967 2.2 % shareholders' net income per diluted share $ 20.86 $ 20.09 3.8 % diluted shares 243.3 247.2 (1.6 ) % benefit expense as a percentage of premiums 86.8 % 86.7 % 10 bp selling, general and administrative expense as a percentage of total operating revenue 11.3 % 11.6 % (30) bp income before income tax expense as a percentage of total revenue 5.7 % 6.4 % (70) bp "nm" = calculation not meaningful elevance health, inc. consolidated balance sheets (in millions) september 30, 2022 december 31, 2021 assets (unaudited) current assets: cash and cash equivalents $ 8,872 $ 4,880 fixed maturity securities 25,526 26,267 equity securities 1,503 1,881 premium receivables 6,682 5,681 self-funded receivables 3,873 4,010 other receivables 3,651 3,749 other current assets 5,496 4,654 total current assets 55,603 51,122 long-term investments: fixed maturity securities 622 632 other invested assets 5,516 5,225 property and equipment, net 4,197 3,919 goodwill 24,381 24,228 other intangible assets 10,536 10,615 other noncurrent assets 2,171 1,719 total assets $ 103,026 $ 97,460 liabilities and equity liabilities current liabilities: medical claims payable $ 15,242 $ 13,518 other policyholder liabilities 5,482 5,521 unearned income 3,702 1,153 accounts payable and accrued expenses 4,963 4,970 short-term borrowings 265 275 current portion of long-term debt 2,249 1,599 other current liabilities 9,384 7,849 total current liabilities 41,287 34,885 long-term debt, less current portion 21,258 21,157 reserves for future policy benefits 825 802 deferred tax liabilities, net 1,825 2,805 other noncurrent liabilities 1,788 1,683 total liabilities 66,983 61,332 shareholders’ equity common stock 2 2 additional paid-in capital 9,169 9,148 retained earnings 29,604 27,088 accumulated other comprehensive loss (2,784 ) (178 ) total shareholders’ equity 35,991 36,060 noncontrolling interests 52 68 total equity 36,043 36,128 total liabilities and equity $ 103,026 $ 97,460 elevance health, inc. consolidated statements of cash flows (unaudited) (in millions) nine months ended september 30 2022 2021 operating activities net income $ 5,058 $ 4,970 adjustments to reconcile net income to net cash provided by operating activities: net losses (gains) on financial instruments 439 (107 ) equity in net earnings of other invested assets (304 ) (437 ) depreciation and amortization 1,202 942 deferred income taxes (170 ) 114 share-based compensation 191 196 changes in operating assets and liabilities: receivables, net (678 ) (1,751 ) other invested assets 46 (56 ) other assets (474 ) (470 ) policy liabilities 1,537 2,328 unearned income 2,548 (308 ) accounts payable and other liabilities 598 1,093 income taxes (41 ) 168 other, net (35 ) 10 net cash provided by operating activities 9,917 6,692 investing activities purchases of investments (19,612 ) (15,130 ) proceeds from sale of investments 9,402 8,339 maturities, calls and redemptions from investments 7,606 3,388 changes in securities lending collateral (677 ) (1,030 ) purchases of subsidiaries, net of cash acquired (623 ) (3,442 ) purchases of property and equipment (854 ) (747 ) other, net (91 ) (50 ) net cash used in investing activities (4,849 ) (8,672 ) financing activities net proceeds from commercial paper borrowings 375 (150 ) net proceeds from (repayments of) short-term borrowings (10 ) 175 net proceeds from long-term borrowings 304 2,508 changes in securities lending payable 685 1,030 changes in bank overdrafts 181 316 repurchase and retirement of common stock (1,748 ) (1,378 ) cash dividends (924 ) (831 ) proceeds from issuance of common stock under employee stock plans 152 161 taxes paid through withholding of common stock under employee stock plans (91 ) (101 ) other, net 16 8 net cash (used in) provided by financing activities (1,060 ) 1,738 effect of foreign exchange rates on cash and cash equivalents (16 ) (9 ) change in cash and cash equivalents 3,992 (251 ) cash and cash equivalents at beginning of period 4,880 5,741 cash and cash equivalents at end of period $ 8,872 $ 5,490 elevance health, inc. reconciliation of medical claims payable nine months ended september 30 years ended december 31 2022 2021 2021 2020 2019 (in millions) (unaudited) (unaudited) gross medical claims payable, beginning of period $ 13,282 $ 11,135 $ 11,135 $ 8,647 $ 7,266 ceded medical claims payable, beginning of period (21 ) (46 ) (46 ) (33 ) (34 ) net medical claims payable, beginning of period 13,261 11,089 11,089 8,614 7,232 business combinations and purchase adjustments 133 420 420 339 — net incurred medical claims: current year 84,177 74,097 100,440 85,094 78,695 prior years redundancies(1) (901 ) (1,822 ) (1,703 ) (637 ) (500 ) total net incurred medical claims 83,276 72,275 98,737 84,457 78,195 net payments attributable to: current year medical claims 70,453 62,123 88,156 74,629 70,294 prior years medical claims 11,219 8,400 8,829 7,692 6,519 total net payments 81,672 70,523 96,985 82,321 76,813 net medical claims payable, end of period 14,998 13,261 13,261 11,089 8,614 ceded medical claims payable, end of period 3 38 21 46 33 gross medical claims payable, end of period $ 15,001 $ 13,299 $ 13,282 $ 11,135 $ 8,647 current year medical claims paid as a percentage of current year net incurred medical claims 83.7 % 83.8 % 87.8 % 87.7 % 89.3 % prior year redundancies in the current year as a percentage of prior year net medical claims payable less prior year redundancies in the current year 7.3 % 19.7 % 18.1 % 8.0 % 7.4 % prior year redundancies in the current year as a percentage of prior year net incurred medical claims 0.9 % 2.2 % 2.0 % 0.8 % 0.7 % (1) negative amounts reported for net incurred medical claims related to prior years result from claims being settled for amounts less than originally estimated. elevance health, inc. gaap reconciliation (unaudited) elevance health, inc. has referenced “adjusted net income” and “adjusted net income per share,” which are non-gaap measures, in this document. these non-gaap measures are not intended to be alternatives to any measure calculated in accordance with gaap. in addition to these non-gaap measures, references are made to the measures “operating revenue” and “operating gain.” each of these measures is provided to further aid investors in understanding and analyzing the company’s core operating results and comparing elevance health, inc.’s financial results. a reconciliation of operating revenue to total revenue is set forth in the consolidated statements of income herein. a reconciliation of the non-gaap measures to the most directly comparable measures calculated in accordance with gaap, together with a reconciliation of reportable segments operating gain to income before income tax expense, is reported below. prior amounts may be grouped differently to conform to current presentation. three months ended september 30 nine months ended september 30 (in millions, except per share data) 2022 2021 change 2022 2021 change shareholders' net income $ 1,618 $ 1,509 7.2 % $ 5,076 $ 4,967 2.2 % add / (subtract): net losses (gains) on financial instruments 57 61 439 (107 ) amortization of other intangible assets 225 136 520 306 loss on extinguishment of debt — — — 5 bcbsa litigation settlement (24 ) — (24 ) — transaction and integration related costs 13 14 36 35 litigation expenses 6 3 11 15 tax impact of non-gaap adjustments (72 ) (52 ) (261 ) (71 ) net adjustment items 205 162 721 183 adjusted shareholders' net income $ 1,823 $ 1,671 9.1 % $ 5,797 $ 5,150 12.6 % shareholders' net income per diluted share $ 6.68 $ 6.13 9.0 % $ 20.86 $ 20.09 3.8 % add / (subtract): net losses (gains) on financial instruments 0.24 0.25 1.80 (0.43 ) amortization of other intangible assets 0.93 0.55 2.14 1.24 loss on extinguishment of debt — — — 0.02 bcbsa litigation settlement (0.10 ) — (0.10 ) — transaction and integration related costs 0.05 0.06 0.15 0.14 litigation expenses 0.02 0.01 0.05 0.06 tax impact of non-gaap adjustments (0.30 ) (0.21 ) (1.07 ) (0.29 ) rounding impact 0.01 — — — net adjustment items 0.85 0.66 2.97 0.74 adjusted shareholders' net income per diluted share $ 7.53 $ 6.79 10.9 % $ 23.83 $ 20.83 14.4 % full year 2022 outlook shareholders' net income per diluted share greater than $25.33 add / (subtract): net losses on financial instruments $ 1.80 bcbsa litigation settlement ($ 0.10 ) transaction and integration related costs $ 0.15 litigation expenses $ 0.05 amortization of other intangible assets approximately $3.06 tax impact of non-gaap adjustments approximately $(1.34) net adjustment items approximately $3.62 adjusted shareholders' net income per diluted share greater than $28.95 three months ended september 30 nine months ended september 30 (in millions) 2022 2021 change 2022 2021 change income before income tax expense $ 2,146 $ 1,996 7.5 % $ 6,615 $ 6,525 1.4 % net investment income (371 ) (335 ) (1,112 ) (1,026 ) net losses (gains) on financial instruments 57 61 439 (107 ) interest expense 213 201 622 598 amortization of other intangible assets 225 136 520 306 loss on extinguishment of debt — — — 5 reportable segments operating gain $ 2,270 $ 2,059 10.2 % $ 7,084 $ 6,301 12.4 % forward-looking statements this document contains certain forward-looking statements within the meaning of the private securities litigation reform act of 1995. forward-looking statements reflect our views about future events and financial performance and are generally not historical facts. words such as “expect,” “feel,” “believe,” “will,” “may,” “should,” “anticipate,” “intend,” “estimate,” “project,” “forecast,” “plan” and similar expressions are intended to identify forward-looking statements. these statements include, but are not limited to: financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. you are cautioned not to place undue reliance on these forward- looking statements that speak only as of the date hereof. you are also urged to carefully review and consider the various risks and other disclosures discussed in our reports filed with the u.s. securities and exchange commission from time to time, which attempt to advise interested parties of the factors that affect our business. except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof. these risks and uncertainties include, but are not limited to: the impact of large scale medical emergencies, such as public health epidemics and pandemics, including covid-19, and catastrophes; trends in healthcare costs and utilization rates; our ability to secure sufficient premium rates, including regulatory approval for and implementation of such rates; the impact of federal, state and international law and regulation, including changes in the patient protection and affordable care act and the health care and education reconciliation act of 2010, as amended; changes in economic and market conditions, as well as regulations that may negatively affect our liquidity and investment portfolios; our ability to contract with providers on cost-effective and competitive terms; competitive pressures and our ability to adapt to changes in the industry and develop and implement strategic growth opportunities; reduced enrollment; the impact of a cyber-attack or other cyber security breach resulting in unauthorized disclosure of member or employee sensitive or confidential information, including the impact and outcome of any investigations, inquiries, claims and litigation related thereto; risks and uncertainties regarding medicare and medicaid programs, including those related to non-compliance with the complex regulations imposed thereon; our ability to maintain and achieve improvement in centers for medicare and medicaid services star ratings and other quality scores and funding risks with respect to revenue received from participation therein; a negative change in our healthcare product mix; costs and other liabilities associated with litigation, government investigations, audits or reviews; risks and uncertainties related to our pharmacy benefit management (“pbm”) business, including non-compliance by any party with the pbm services agreement between us and caremarkpcs health, l.l.c.; medical malpractice or professional liability claims or other risks related to healthcare and pbm services provided by our subsidiaries; general risks associated with mergers, acquisitions, joint ventures and strategic alliances; changes in tax laws; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; possible restrictions in the payment of dividends from our subsidiaries and increases in required minimum levels of capital; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; the potential negative effect from our substantial amount of outstanding indebtedness; a downgrade in our financial strength ratings; the effects of any negative publicity related to the health benefits industry in general or us in particular; failure to effectively maintain and modernize our information systems; events that may negatively affect our licenses with the blue cross and blue shield association; intense competition to attract and retain employees; risks associated with our international operations; and various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations.
